REGISTERED NUMBER: 14667636 (England and Wales)

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

UNIVERSAL MATTER UK LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Profit or Loss and Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

Mr G. Hoffman

Mr C. D. Kefalos

Mr J. V. Leeuwen

REGISTERED OFFICE:

Office 2, Innovation Centre

Wilton Site

Redcar

Cleveland

TS10 4RF

REGISTERED NUMBER:

14667636 (England and Wales)

SENIOR STATUTORY AUDITOR:

Jemma Hoggard FCA

AUDITORS:

Baines Jewitt Limited

Statutory Auditors

Spitfire House

19 Falcon Court

Preston Farm Industrial Estate

Stockton-on-Tees

TS18 3TU

The directors present their report with the financial statements of the Company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of an investment holding company.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr G. Hoffman

Mr C. D. Kefalos

Mr J. V. Leeuwen

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

AUDITORS

The auditors, Baines Jewitt Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr G. Hoffman - Director

21 August 2025

Opinion

We have audited the financial statements of Universal Matter UK Limited (the 'Company') for the year ended 31 December 2024 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the Company's affairs as at 31 December 2024;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Auditors' 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.

Conclusions relating to going concern

The Directors of the parent undertaking have confirmed that they will provide further funding should the need arise and that they will not demand repayment of the balance due to them. The directors of the parent undertaking have prepared budgets and forecasts for the period ending 31 December 2025 which consider expected future cash flows for the wider group. The forecasts are based on a number of key assumptions, including those relating to the availability of finance to fund the operations of the group. Those forecasts indicate that further fundraising will need to be completed within the next twelve months in order to enable the group to meet its liabilities as they fall due.

The Directors of the parent undertaking, and the Directors of the Company, remain confident that the group will be able to secure the required funding through equity fundraise or other assumptions. However, the timing and availability of funding sources is currently outside of the control of the parent undertaking. The assumption that the group will successfully complete further equity fundraising therefore represents a material uncertainty which casts significant doubt over the company's ability to continue as a going concern.

Whilst noting the material uncertainty above, the Directors of the Company continue to adopt the going concern basis in preparing the financial statements. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Report of the Directors.

We have nothing to report in respect of the following matters where 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

We evaluated management's opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Audit procedures performed by the engagement team included:

-

discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Jemma Hoggard FCA (Senior Statutory Auditor)

for and on behalf of Baines Jewitt Limited

Statutory Auditors

Spitfire House

19 Falcon Court

Preston Farm Industrial Estate

Stockton-on-Tees

TS18 3TU

4 September 2025

TURNOVER

-

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

4

-

-

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

-

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

-

-

ASSETS

NON-CURRENT ASSETS

Investments

6

1,021,010

1,021,010

TOTAL ASSETS

1,021,010

1,021,010

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

8

1

1

TOTAL EQUITY

1

1

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables

7

1,021,009

1,021,009

TOTAL LIABILITIES

1,021,009

1,021,009

TOTAL EQUITY AND LIABILITIES

1,021,010

1,021,010

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2025 and were signed on its behalf by:

Mr G. Hoffman - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1

-

1

Balance at 31 December 2023

1

-

1

Changes in equity

Balance at 31 December 2024

1

-

1

1.	STATUTORY INFORMATION

Universal Matter UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The previous reporting period end was changed to 31 December to bring the reporting date into line with the group. Therefore, the prior period results are not directly comparable.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The Directors of the parent undertaking have confirmed that they will provide further funding should the need arise and that they will not demand repayment of the balance due to them. The directors of the parent undertaking have prepared budgets and forecasts for the period ending 31 December 2025 which consider expected future cash flows for the wider group. The forecasts are based on a number of key assumptions, including those relating to the availability of finance to fund the operations of the group. Those forecasts indicate that further fundraising will need to be completed within the next twelve months in order to enable the group to meet its liabilities as they fall due.

The Directors of the parent undertaking, and the Directors of the Company, remain confident that the group will be able to secure the required funding through equity fundraise or other assumptions. However, the timing and availability of funding sources is currently outside of the control of the parent undertaking. The assumption that the group will successfully complete further equity fundraising therefore represents a material uncertainty which casts significant doubt over the company's ability to continue as a going concern.

Whilst noting the material uncertainty above, the Directors of the Company continue to adopt the going concern basis in preparing the financial statements. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Financial instruments

All financial assets are initially recognised at fair value and are subsequently classified and measured at fair value through profit or loss ("FVTPL") based on the Company's assessment of the business model.

All financial liabilities are initially recognised at fair value and are subsequently classified either as measured at amortised cost using the effective interest method or as FVTPL, which are recorded at fair value. The company classifies long term debts at amortised cost.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the period ended 31 December 2023.

The average number of employees during the year was as follows:

Period

16.2.23

Year Ended

to

31.12.24

31.12.23

Directors

3

3

Period

16.2.23

Year Ended

to

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

4.	PROFIT BEFORE TAXATION

There was no profit or loss in the period.

5.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the period ended 31 December 2023.

6.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

1,021,010

NET BOOK VALUE

At 31 December 2024

1,021,010

At 31 December 2023

1,021,010

The Company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Universal Matter GBR Limited

Registered office: Office 2 Innovation Centre, Wilton Site, Redcar, Cleveland, TS10 4RF.

Nature of business: Research and development of graphene products

%

Class of shares:

holding

Ordinary

100.00

The Directors' consider that the fair value is equal to the original cost of the investment.

7.

PAYABLES: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

1,021,009

1,021,009

The balance owed to group undertakings is interest free with no fixed repayment terms.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary

£1

1

1

9.

RESERVES

Retained

earnings

£

Profit for the year

-

At 31 December 2024

-

10.	ULTIMATE PARENT COMPANY

The Ultimate Parent Company is Universal Matter Inc, a Company incorporated in Canada. The Financial Statements in which the results of this Company are consolidated, are available from 1320 Heine Court, Burlington, ON, Canada.

11.	ULTIMATE CONTROLLING PARTY

The Ultimate Controlling Party is Mr J. V. Leeuwen.