The directors present the strategic report for the year ended 31 March 2025.

Superdielectrics Group PLC is a holding company and therefore generates no turnover. The company's only costs during the year were in relation to bank charges, audit fees and an impairment charge creating an operating loss of £170,774,764. There were no other costs incurred.

The Company has a strong statement of financial position due its investment in its trading subsidiary, Superdielectrics Ltd.

The directors continually review the business environment to identify any new significant risks to the company along with any significant changes to existing risks and will take action where appropriate to respond to any changes.

We continue to manage risk through a series of regular management and strategic review meetings as well as by staying fully engaged with external stakeholders.

Due to the nature of the Company being a holding company the Directors do not consider there to be any financial or non- financial key performance indicators.

The Directors have had regards for the matters set out in section 172(1) of the Companies Act 2006 when performing their duty under section 172. The Directors consider that they have acted in good faith in the way that would be most likely to promote the success of the Company for the benefit of its members as a whole, while also having regards to the d172(1) matters referred to below:

(a) The likely consequences of any decision in the long term

(b) The interests of the company’s employees

(c) The need to maintain the company’s business relationships with suppliers, customers and others

(d) The impact of the company’s business relationships

(e) The desirability of the company maintaining a reputation for high business conduct

(f) The need to act fairly between members of the company

The accounts presented are for the individual company Superdielectrics Group Plc however the Directors feel as though a better understanding of how the Company has regard to the s172(1) matters is needed by also discussing the main trading subsidiary of the Group being Superdielectrics Ltd. The matters below therefore represent the Company itself in combination with its subsidiaries.

The Directors have had regard for the above matters as presented below.

Long-term Direction

The Company was incorporated under the laws of England and Wales on 20 September 2021 with the purpose of acting as the holding company of the Superdielectrics Group, pursuant to which it would seek funding and commercial partners to progress Superdielectric’s (SD) technology to the next stage of its development. On 29 October 2021, the Group was re-organised by the Company acquiring the entire issues share capital of SD on completion of the Share Exchange Agreements. SD has made a significant scientific breakthrough in electrical energy storage technology with the potential to outpace the energy densities of existing comparable Supercapacitors. The Group has signed a Collaboration Agreement with the utility E.ON Next which gives the possibility of a route to market in the UK and the chance to develop behind the meter (BTM) energy storage products for E.ON Next’s 6 million UK customers.

Purpose-led Engagement

The Group has discovered and patented new Polymers which can be used as electrolytes in Supercapacitors (the “Superdielectrics Polymers”). The Capacitance values as independently reported by the University of Surrey and the University of Bristol offer a step change in Supercapacitor technology. These new Superdielectrics Polymers have demonstrated exceptional Capacitance values 3 or 4 orders of magnitude (1,000 to 10,000 times) greater than conventional electrolyte solutions in the laboratories of both universities. Further research and development is underway to develop these laboratory results into commercial energy storage devices. The Directors believe that further successful development of the Superdieletrics Polymers could challenge existing battery technology on performance and cost while being complementary to existing storage technologies, including, for example, batteries and hydrogen.

Reputation and High Standards of Business Conduct

The Directors believe the key strengths of SD are a highly experienced team with its CEO, Finance Director and Director of Research each having significant experience at a publicly traded company; SD has sole ownership of a wide-ranging IP portfolio; a focus on developing technology which is aimed at facilitating the global shift away from fossil fuels; and technology which has been independently validated by the University of Bristol and the University of Surrey.

Commitment to Community and the Environment

Superdielectrics Polymers are environmentally benign, as they do not contain conflict metals and are not formed of materials which are in short supply or difficult to obtain. The Directors therefore believe this new technology developed by SD has the potential of becoming a revolutionary product in the field of energy storage. As set out above, SD is now developing the technology for licensing to a third party at Group’s laboratory facilities near Cambridge.

Interest of Group Employees

SD has expanded its highly qualified science team with the aim of preparing the technology for commercial use. The Directors are seeking to:-

(a) further expand both its research and development teams and

(b) invest in equipment to increase the performance parameters of the Superdielectrics devices for commercialisation.

Our Shareholders

The Board seeks to ensure that communications are clear and its actions in accordance with the Group’s stated strategic aims to promote long term success of the Company. Regular communications and strategic updates are provided to shareholders to ensure this.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company continued to be that of a holding company.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company will continue to act as a holding entity for its group undertakings. Its principal focus remains the strategic oversight and financial support of its subsidiaries, particularly the main trading subsidiary, which is currently in the research and development phase of its operations.

Over the next financial year, the group will continue to invest in the development of its core technologies and intellectual property, with the aim of progressing towards commercial viability.

The parent company will continue to monitor progress closely and provide necessary governance and funding support to enable the group to achieve its long-term strategic objectives.

On 1 September 2025 our auditors, Ensors Accountants LLP, merged with Azets Audit Services Limited. Accordingly Ensors Accountants LLP formally resigned as the company's auditors with the directors duly appointing Azets Audit Services Limited, trading as Ensors to fill the vacancy arising.

The auditor, Azets Audit Services Limited, trading as Ensors will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of review of the business and risks to the business.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Superdielectrics Group Plc (the 'company') for the year ended 31 March 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1.2 in the financial statements, which indicates that the Company is reliant on securing future funding from investors and is ultimately dependent on research outcomes within its subsidiary, Superdielectrics Limited. The subsidiary is still within its research and development phase. The Directors expect that the Company will have sufficient resources to continue for at least 12 months from the date of approval of these financial statements. However, the events and conditions descried in Note 1.2 may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including transactions with related parties, revenue recognition and management override of systems and control.

We also obtained an understanding of the applicable laws and regulations that the company has to abide by, through discussions with management and those charged with governance, as well as commercial knowledge of the sector and statutory legislation. We paid particular focus to those laws and regulations that had the potential to materially impact the amounts and disclosures within the financial statements.

After our initial risk assessment, we performed the following procedures to detect material misstatements in respect of irregularities arising due to fraud or error:

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

• Reviewing financial statement disclosures and testing these against supporting documentation to assess compliance with applicable laws and regulations

• Assessing of key accounting estimates within the financial statements in order to assess their reasonableness and determining whether there were any indications of management bias in the estimates.

• Enquiring of management as to whether they are aware of any alleged, suspected or actual fraud during the year

All audit team members were made aware of the applicable laws and regulations, as well as potential fraud risks during the planning stage of the audit and this was discussed at the audit team planning meeting. It was therefore determined that team members all had the relevant awareness and competence to identify any instances of non-compliance with relevant laws and regulations or fraud.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Superdielectrics Group Plc is a public company limited by shares incorporated in England and Wales. The registered office is The Mansion, Chesterford Park, Little Chesterford, Saffron Walden, CB10 1XL. The Company is a holding company of Superdielectrics Ltd, a company incorporated in England and Wales engaged in experimental research and development of mineral sciences and engineering.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The financial statements presented are the company's individual financial statement as the company has taken advantage of the exemption under 399 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cast doubt on the company's ability to continue as a going concern.

The uncertainty is due to the subsidiary, Superdielectrics Ltd, being in its research phase such that it is heavily reliant on investment in Superdielectrics Group Plc, in order to fund the research in Superdielectrics Ltd. Whilst the Company has made positive progress in the reporting period, due to uncertainties in the wider economy and factors beyond their control that could impact external investment, management feel it is prudent to acknowledge a material uncertainty relating to going concern.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognise a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred, or liabilities assumed) is recognised in profit or loss.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Warrants issued by the company which do not meet the share based payment recognition criteria have instead been reviewed under IAS 32. Those which have met the fixed-for-fixed condition have been classified as equity instruments. The Warrants are measured at the fair value at the date of grant using a fair value model, they are not subsequently re-measured. Warrants issued alongside the issue of ordinary shares have their fair value deducted from the consideration received for the issuance of share capital and recognised within a separate equity reserve.

Share for share exchanges

Share for share exchanges, where the company issues equity shares in consideration for the acquisition of equity shares in another entity, are accounted for at the fair value of the equity shares acquired. The equity shares acquired are accounted for as non-current investments. A merger reserve is created to represent the difference between the nominal and fair value of the shares acquired.

Share based payments

The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The share options are issued as company equity instruments with the services being rendered by employees of its subsidiary.

The expense in relation to options over the company's shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company's investment in that subsidiary with the corresponding side being an increase in equity.

The IFRS adopted by the UK as applied by the Company in the preparation of these financial statements are those that were effective for accounting periods ending on or before 31 March 2025. The accounting policies adopted are consistent with those of the previous financial year.

Some accounting pronouncements which have become effective from 1 January 2024 and have therefore been adopted however do not have an impact on the Company's financial results of position as follows:

• Supplier Finance Arrangement (Amendments to IAS 7 & IFRS 7);

• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);

• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); and

• Non-current Liabilities with Covenants (Amendments to IAS 1).

At the date of authorisation of these financial statements, the following Standards and Interpretations which may have an impact on the financial statements, however which have not yet been applied:

The company is currently assessing the impact of these new accounting amendments but does not expect that their adoption will have a material impact on the financial statements in future periods.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

There has been key areas of judgement regarding the valuation of the investment in the subsidiary Superdielectrics Ltd. Management have adopted a cost model less impairment basis as per Note 1.3. When assessing whether the investment in the subsidiary has been impaired, due to the inactive market in pre-revenue technology stocks like Superdielectrics Ltd, and the company still being within the research phase, management have considered the market value of a share price in Superdielectrics Group Plc and whether decreases in a share issue price are an indication of impairment. Management have determined using the latest transaction within the reporting period as an accurate representation of the value in the subsidiary and for reasons mentioned in Note 7 consider the investment in the subsidiary impaired at the reporting date. Management have considered events beyond the reporting period up to the date of sign off in their review of impairment.

Management consider this to be a key judgement due to the inherent uncertainty in valuing early-stage technology investments, the lack of observable market date, and the reliance on funding round valuations. While the impairment has been recognised in the current year, management believe the decline in valuation is primarily attributable to the broader market conditions and expect the share price to recover in future periods. Accordingly, the impairment may be reversed is there is evidence of a sustained increase in fair value.

The value of the investment represents a significant and material value of the financial statements, an impairment reduces the cost of investments within the statement of financial position with the other side going through the income statement.

During the year ended 31st March 2025, Superdielectrics Group Plc granted 4,644,960 share options to employees of Superdielectrics Ltd. The options have an exercise price of 0.25pence per option. The options are exercisable within Superdielectrics Group Plc, however, as the holders are employees of Superdielectrics Ltd and the services are being rendered within this Company, consequently the share based payment expense charge of £74,220 (2024: £299,967) is recognised through the income statement of Superdielectrics Ltd with a corresponding value to equity. Due to the options being exercisable within Superdielectrics Group Plc, as per Note 1.9 the share based payment is recognised by Superdielectrics Group Plc as a capital contribution and presented as an increase in the company's investment in that subsidiary.

The fair value of the warrants and options was determined based on the Black-Scholes option pricing model taking into account the following assumptions:

Fair value of shares of Parent entity        0.083pence per share

Votatility of shares                30%

Further explanations of the key assumptions above are as follows:

Share price: As Superdielectrics Group Plc shares are not publicly traded as of 31 March 2025, the Company must estimate the fair value of the shares. The fair value of the shares has been determined by using the value of the most recent round of Ordinary shares issued.

Volatility: Since there is no trading history for the company’s shares as of 31 March 2025, the expected price volatility for the shares was estimated using a standard deviation technique based on movements in share price in addition to considering volatility of Companies within the AIM listing.

The average monthly number of persons (including directors) employed by the company during the year was:

The charge for the year can be reconciled to the loss per the income statement as follows:

Estimates tax losses of £19,892 (2024: £9,226) are available for relief against future profits. No deferred tax asset has been provided for in the accounts based on the estimated tax losses.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

During the year, the company recognised an impairment loss in respect of its investment in its wholly owned subsidiary, which is currently in the research and development phase and has not yet commenced revenue-generating activities. The investment is held at cost less impairment.

An indicator of impairment was identified due to a decline in the market share price of the parent company, which was considered to reflect a reduction in the fair value of the group's underlying assets, including the subsidiary.

As the subsidiary is pre-revenue and traditional valuation methods such as discounted cash flow were not considered reliable, the recoverable amount was determined using a fair value approach. Several valuation techniques were considered; however, the directors concluded that the most appropriate basis was the pricing of recent funding rounds in the parent company, which reflect the market participants' views of the group's value.

The most recent funding round indicated a decrease in the implied value of the subsidiary, and the directors have treated this as an ordinary investment round. As a result, an impairment loss has been recognised to reduce the carrying amount of the investment to its estimated recoverable amount.

The directors note that the reduction in valuation is primarily attributable to broader market conditions rather than a deterioration in the subsidiary's prospects. Accordingly, the impairment may be reversed in future periods should market conditions improve and the fair value of the investment increase.

During the year, the company recognised a net movement in the carrying value of its investment in Superdielectrics Ltd, comprising two distinct components:

• Increases of £356,087 relating to capital contributions arising from group share option plans. Share options were granted to employees of Superdielectrics Ltd, with the associated services rendered within that entity. As no services were provided to Superdielectrics Group Plc, no share-based payment expense was recognised in its income statement. Instead, the cost of the share-based payment was treated as an increase in the investment in the subsidiary, with a corresponding credit recognised directly in equity within the share based payment reserve.

• A decrease of £170,764,098 representing an impairment loss recognised against the investment. This impairment was assessed in line with the company’s accounting policy for investments held at cost less impairment. The impairment was triggered by a decline in the market share price of Superdielectrics Group Plc, which was used as a proxy for the fair value of the subsidiary due to its pre-revenue status and the absence of reliable alternative valuation methods. Please see Note 7 for further information.

The net movement has been reflected in the financial statements as an adjustment to the carrying amount of the investment in the subsidiary, with the impairment loss recognised in the income statement and the share options granted increasing the share based payment reserve as per Note 19.

Details of the company's subsidiaries at 31 March 2025 are as follows:

All of the above subsidiaries have the following registered office: The Mansion, Chesterford Park, Little Chesterford, Saffron Walden, England CB10 1XL.

Amounts owed by the subsidiary is comprised of an intercompany loan of £4,422,131 (2024: £1,800,300). It is repayable on demand and no interest is accrued on this balance.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

Amounts owed by Superdielectrics Group Plc is comprised of an intercompany loan account of £1,000. It is repayable on demand with no interest accrued on the balance.

The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.

Options granted to employees in the year are set out below. Fair value was measured using the indirect method valuing the equity instruments themselves. The Black-Scholes Model was used as the option pricing model.

The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirements to exercise within a short period after the employee becomes entitled to the shares (the "vesting date").

The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

Volatility was calculated based on the share price volatility over a similar period preceding the grant date in addition to considering volatility within listed companies.

Upon the group reconstruction in 2021, the share options within Superdielectrics Ltd were terminated and replaced within Superdielectrics Group Plc.

All of the terms as per the original share option scheme within Superdielectrics Ltd remained the same, with the date of grant being the date of the original issue within the subsidiary scheme. The options have therefore been deemed to be a 'transfer' of options. As a result of the transfer there has been no added benefit to the employees and subsequently no uplift on the original fair value calculated at the grant date.

With the exception of the Directors, the Company do not have any employees of their own, the options are in relation to the employees of it's subsidiary Superdielectrics Ltd. Superdielectrics Ltd receive the services and therefore the expense is incurred by the subsidiary. Any further vesting of the options will be recognised as an increase in investment in the subsidiary and a corresponding capital contribution with equity.

The brought forward share options have been granted at various points being November 2020, December 2020, Augutst 2021 and varying dates through 2022 & 2023. Vesting conditions vary amongst the options with the November 2020 options vesting immediately, the remainder are dependent on service length by the employees.

The outstanding options at the year end were granted at various dates. These include options which have since been forfeited/lapsed:

- 888,880 options were granted in November 2020 which vested immediately.

- 1,999,960 options were granted in July 2021, the vesting period is based upon a service condition with the options vesting over 3 years from the date of grant.

- 1,224,000 options were granted in August 2021, the vesting period is based upon a service condition with the options vesting over 6 years from the date of grant in 3 equal tranches. The first tranche being upon the 4th year of service from the date of grant and the remaining tranches on each subsequent year.

- 1,836,000 options were granted throughout the 2023 financial year end, the vesting periods are based upon service conditions with the options vesting over 6 years from the date of grant in 3 equal tranches. The first tranche being upon the 4th year of service from the date of grant and the remaining tranches on each subsequent year.

- 4,000,000 options were granted in June 2022, which vested immediately.

- 200,000 options were granted to a company, defined as an employee under IFRS, these options vest from July 2025 over 3 years.

- 3,040,000 options were granted throughout the 2024 financial year end, the vesting periods are based upon service conditions with the options vesting over 4 years from the date of grant in 3 equal tranches. The first tranche being upon the 2nd year of service from the date of grant and the remaining tranches on each subsequent year. 204,000 of these options were subsequently forfeited due to an employee leaving the company.

- 2,000,000 options were granted in the 2024 financial year end, the options vested immediately and have an expected life of 10 years. These have been included in the 2025 financial year end disclosure granted within the year.

- 2,244,000 options were granted in the 2025 financial year end, the vesting periods are based upon service conditions with the options vesting over 4 years from the date of grant in 3 equal tranches. The first tranche being upon the 2nd year of service from the date of grant and the remaining tranches on each subsequent year.

- 2,400,960 options were granted in the 2025 financial year, the vesting period being being the 3rd anniversary of date of grant.

All share options issued have a life of 10 years.

During 2020 3,035,820 of equity instruments other than share options were granted. These met the recognition criteria of share based payments. The weighted average fair value of those instruments at the measurement date was £121,736. The equity instruments were issued to a holder other than an employee and vested immediately upon grant date with a life of 3 years. The equity instruments were therefore fully exercisable as at 31st March 2023. These were not exercised as at 31st March 2024 and therefore have lapsed with the value being transferred to retained earnings. The fair value was determined using the indirect method due to the fair value of the services not being able to be determined. The Black Scholes model was used to value the equity instruments.

During 2023 and 2024, 7,134,000 further equity instruments other than share options were granted. Equity instruments in the form of warrants were issued which are fully exercisable on the date of grant with a 2 year expiry from this date. No services were provided in exchange for the Warrants therefore they did not meet the recognition criteria and were not treated as share based payments. Under IAS 32 the Warrants met the fixed-for-fixed condition and were classified as equity at the date of grant. The Warrants were granted alongside the issue of ordinary shares, the total consideration for the warrants and the issue of shares has been recognised within the share premium account. The Warrants are not re-measured at each reporting date. As at the 31st March 2024, no warrants have been exercised therefore the full 7,134,000 Warrants were outstanding and exercisable at the year end.

As at 31st March 2025, no warrants have been exercised, with 6,132,000 expiring during the year therefore 1,002,000 warrants remain outstanding at the year end and able to be exercised.

The Company was incorporated on 20 September, issuing 1 ordinary share of £0.00001 for £4.50 for cash. The premium on issue was transferred to the share premium account. On 29 October 2021, the Company undertook a share for share exchange acquiring the entire issued share capital of Superdielectrics Limited. This resulted in the issue of 60,255,505 ordinary shares with a nominal value of £0.00001 each. The fair value of each share was calculated at £4.50 based on the most recent share issue of Superdielectrics Limited. This resulted in the Company's nominal share capital increasing by £603 and the Company's merger reserve increasing by £271,149,170. The combination has been accounted for as a merger.

Following the share for share exchange on 1 November 2021, the Company made a bonus issue from the merger reserve creating a further 120,450,756,494 ordinary shares of £0.00001 each bringing the total number of shares issued to 120,511,012,000 ordinary shares of £0.00001 each. The Company's nominal share capital increased by £1,204,507 and the merger reserve was reduced by an equivalent amount. Following the bonus issue, the Company's share capital stood at £1,205,111.

Following the bonus issue on 1 November 2021, the Company consolidated its share capital on a 1 for 100 basis resulting in 1,205,110,120 ordinary shares of £0.001 each.

In the prior year to 31st March 2024, 602,000 ordinary shares were allotted with a nominal value of £0.001 per share. Total consideration received was 0.25 per share resulting in £150,000 increase in share capital and share premium combined. This was received within Superdielectrics Limited and is still currently included in the trade receivables at the year end.

During the year ended 31st March 2025, 31,092 ordinary shares were allotted with a nominal value of £0.001 per share. Total consideration received was 0.0833 per share resulting in £2,589,987 increase in share capital and share premium combined. This was received within Superdielectrics Limited and is still currently included in the trade receivables at the year end.

The share premium account represents the premium received by the company on share capital, net of issuance expenses.

As per Note 16, the share premium account includes the fair value of warrants which were granted alongside the issuance of ordinary shares.

During the year share options were issued to employees of its subsidiary Superdielectrics Ltd. The company has recognised the share based payment as a cost of investment with the corresponding side to equity, as per details within Note 17.

The merger reserve is in relation to the share exchange which occurred in November 2021 whereby the company acquired the entire issued share capital of Superdielectrics Limited. See Note 15 for further details.

The Company has only incurred bank charges, audit fees and impairment losses in the year ended 31 March 2025. All other expenses are borne by the Company's subsidiary undertaking Superdielectrics Limited.

The company is not subject to any externally imposed capital requirements.

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

Amounts owed by the subsidiary is comprised of an intercompany loan of £4,422,131 (2024: £1,800,300). It is repayable on demand and no interest is accrued on this balance.

Amounts owed to the subsidiary is comprised of an intercompany loan of £1,000 (2024: £1,000). The loan accounts is to cover bank charges on the company's bank account is repayable on demand. No interest is accrued on this balance.