Bockatech Ltd

	Page
Directors' Report	1
Consolidated Income Statement	2
Consolidated Statement of Financial Position	3—4
Company Abridged Statement of Financial Position	5—6
Consolidated Statement of Changes in Equity	7
Notes to the Financial Statements	8—15

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal Activity

The group's principal activity was the development and commercialisation of patents specifically related to the foaming of polypropylene into packaging products.

Directors

The directors who held office during the year were as follows:

Mr C G Bocking
Mr H Gaskjenn
Mr N Mathias
Mr C McArdle
Mr D C Ovenden
Ms L N Smith (resigned 1 January 2025)

Small Company Rules

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

On behalf of the board

Mr N Mathias

Director

23/05/2025

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Bockatech Ltd

Consolidated Income Statement

For The Year Ended 31 December 2024

Consolidated Income Statement

		2024	2023
	Notes	£	£
TURNOVER		1,088,478	849,037
Cost of sales		(1,020,796 )	(678,825 )

GROSS PROFIT		67,682	170,212

Administrative expenses		(1,537,787 )	(1,334,505 )
Other operating income		4,257	2,264

OPERATING LOSS		(1,465,848 )	(1,162,029 )
Loss on disposal of fixed assets		(504 )	-
Other interest receivable and similar income		36,111	4,772

LOSS BEFORE TAXATION		(1,430,241 )	(1,157,257 )
Tax on Loss		26,501	37,557

LOSS AFTER TAXATION BEING LOSS FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		(1,403,740 )	(1,119,700 )

The notes on pages 8 to 15 form part of these financial statements.

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Bockatech Ltd

Consolidated Statement of Financial Position

As At 31 December 2024

Consolidated Statement of Financial Position

Registered number: 09871082

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		126,940		10,260

			126,940		10,260
CURRENT ASSETS
Debtors	6	360,146		189,377
Cash at bank and in hand		1,264,928		2,089,662

		1,625,074		2,279,039
Creditors: Amounts Falling Due Within One Year	7	(1,190,588 )		(404,512 )

NET CURRENT ASSETS (LIABILITIES)			434,486		1,874,527

TOTAL ASSETS LESS CURRENT LIABILITIES			561,426		1,884,787

NET ASSETS			561,426		1,884,787

CAPITAL AND RESERVES
Called up share capital			198		198
Share premium account			6,988,971		6,988,971
Revaluation reserve			(17,657 )		(14,505 )
Other reserves			382,489		298,958
Income Statement			(6,792,575 )		(5,388,835 )

SHAREHOLDERS' FUNDS			561,426		1,884,787

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Bockatech Ltd

Consolidated Statement of Financial Position (continued)

As At 31 December 2024

For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors on 23 May 2025 and were signed on its behalf by:

Mr N Mathias

Director

The notes on pages 8 to 15 form part of these financial statements.

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Bockatech Ltd

Company Abridged Statement of Financial Position

As At 31 December 2024

Company Abridged Statement of Financial Position

Registered number: 09871082

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		126,940		10,260
Investments	5		16,205		16,205

			143,145		26,465
CURRENT ASSETS
Debtors	6	359,992		193,980
Cash at bank and in hand		1,212,212		2,070,718

		1,572,204		2,264,698
Creditors: Amounts Falling Due Within One Year	7	(1,201,404 )		(443,550 )

NET CURRENT ASSETS (LIABILITIES)			370,800		1,821,148

TOTAL ASSETS LESS CURRENT LIABILITIES			513,945		1,847,613

NET ASSETS			513,945		1,847,613

CAPITAL AND RESERVES
Called up share capital			198		198
Share premium account			6,988,971		6,988,971
Other reserves			382,489		298,958
Income Statement			(6,857,713 )		(5,440,514 )

SHAREHOLDERS' FUNDS			513,945		1,847,613

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Bockatech Ltd

Company Abridged Statement of Financial Position (continued)

As At 31 December 2024

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's loss for the year was £(1,417,199 ) (2023: £(1,115,913 ) loss).

For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.

All of the company's members have consented to the preparation of an Abridged Income Statement and an Abridged Statement of Financial Position for the year end 31 December 2024 in accordance with section 444(2A) of the Companies Act 2006.

The financial statements were approved by the board of directors on 23 May 2025 and were signed on its behalf by:

Mr N Mathias

Director

The notes on pages 8 to 15 form part of these financial statements.

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Bockatech Ltd

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2024

Consolidated Statement of Changes in Equity

	Share Capital	Share Premium	Revaluation reserve	Other reserves
	£	£	£	£
As at 1 January 2023	180	4,989,359	(16,305 )	214,887
Loss for the year and total comprehensive income	-	-	-	-

Arising on shares issued during the period	18	1,999,612	-	-
Issue of option rights and warrants	-	-	-	84,071
Transfer to/from Profit & Loss Account	-	-	1,800	-

As at 31 December 2023 and 1 January 2024	198	6,988,971	(14,505 )	298,958


Loss for the year and total comprehensive income	-	-	-	-

Issue of option rights and warrants	-	-	-	83,531
Transfer to/from Profit & Loss Account	-	-	(3,152 )	-

As at 31 December 2024	198	6,988,971	(17,657 )	382,489

	Income Statement	Total
	£	£
As at 1 January 2023	(4,269,135 )	918,986
Loss for the year and total comprehensive income	(1,119,700 )	(1,119,700)

Arising on shares issued during the period	-	1,999,630
Issue of option rights and warrants	-	84,071
Transfer to/from Profit & Loss Account	-	1,800

As at 31 December 2023 and 1 January 2024	(5,388,835 )	1,884,787


Loss for the year and total comprehensive income	(1,403,740 )	(1,403,740)

Issue of option rights and warrants	-	83,531
Transfer to/from Profit & Loss Account	-	(3,152)

As at 31 December 2024	(6,792,575 )	561,426

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Bockatech Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

Bockatech Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 09871082 . The registered office is Burnham House Splash Lane, Wyton, Huntingdon, PE28 2AF.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2024.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

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Bockatech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

2.4. Going Concern Disclosure

The Directors have prepared integrated forecasts which show that additional funding is required within the next 12 months in order to support the continuing current and future business development. The Directors have no reason to believe the funding will not be made available but in the absence of formal agreements there can be no certainty on the availability, timing or quantum of this funding as at the date of approval of these financial statements. The directors believe that the financial statements have been prepared appropriately on the going concern basis.

2.5. Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.

For revenue arising from the rendering of services, provided that all of the following criteria are met, revenue is recognised by reference to the stage of completion of the transaction at the balance sheet date:

the amount of revenue can be measured reliably;
it is probable that the associated economic benefits will flow to the entity;
the stage of completion at the balance sheet date can be measured reliably; and
the costs incurred or to be incurred in respect of the transactions can be measured reliably.

2.6. Tangible Fixed Assets and Depreciation

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Plant & Machinery	33% straight line
Equipment	33% straight line

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Bockatech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.7. Financial Instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like other debtors and creditors, deposits with banks, and investments in non-puttable ordinary shares.

The shares are classified as equity on the date of initial recognition and not subsequently remeasured. Transaction costs that relate to the issue of these instruments are allocated to the share premium account.

2.8. Foreign Currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

2.9. Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

2.10. Pensions

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

2.11. Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

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Bockatech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.12. Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

2.13. Share-based payments

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.

Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.

Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.

Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.

Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.

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Bockatech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

3. Average Number of Employees

Group

Average number of employees during the year was: 7 (2023: 6)

Company

Average number of employees during the year was: 5 (2023: 4)

4. Tangible Assets

Group

	Plant & Machinery	Equipment	Total
	£	£	£
Cost
As at 1 January 2024	170,653	3,322	173,975
Additions	137,145	2,553	139,698
Disposals	(450 )	(2,431 )	(2,881 )

As at 31 December 2024	307,348	3,444	310,792

Depreciation
As at 1 January 2024	161,807	1,908	163,715
Provided during the period	21,444	1,068	22,512
Disposals	(450 )	(1,925 )	(2,375 )

As at 31 December 2024	182,801	1,051	183,852

Net Book Value
As at 31 December 2024	124,547	2,393	126,940

As at 1 January 2024	8,846	1,414	10,260

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Bockatech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Company

	Total
	£
Cost
As at 1 January 2024	173,975
Additions	139,698
Disposals	(2,881 )

As at 31 December 2024	310,792

Depreciation
As at 1 January 2024	163,715
Provided during the period	22,512
Disposals	(2,375 )

As at 31 December 2024	183,852

Net Book Value
As at 31 December 2024	126,940

As at 1 January 2024	10,260

5. Investments

Company

	Total
	£
Cost
As at 1 January 2024	16,205

As at 31 December 2024	16,205

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	16,205

As at 1 January 2024	16,205

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

Subsidiary undertakings	Registered office	Class of share	% of shares held
Bockatech SwissCo Sàrl	Boulevard James-Fazy 8 1201 Genève	Ordinary	100%

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Bockatech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

6. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Due within one year
Trade debtors	39,345	9,080	39,345	9,080
Other debtors	320,801	180,297	320,647	184,900

	360,146	189,377	359,992	193,980

7. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade creditors	145,915	115,785	144,267	114,581
Advanced subscription agreement	100,000	-	100,000	-
Amounts owed to group undertakings	-	-	26,419	28,008
Other creditors	916,581	273,276	913,968	288,433
Taxation and social security	28,092	15,451	16,750	12,528

	1,190,588	404,512	1,201,404	443,550

During the year, the company received £100,000 under an Advanced Subscription Agreement (ASA) from an investor. Under the terms of the ASA, the funds will convert into equity at a future funding round, at a price determined at that time. The number of shares to be issued will be variable, based on the valuation and share price of that round.

The ASA does not carry any interest and is non-repayable in cash. However, as the number of shares to be issued is variable, the agreement does not meet the definition of equity under FRS 102 Section 22. As such, it has been classified as a financial liability on the statement of financial position at the reporting date.

Conversion into equity is expected to take place by the longstop date of 31 December 2025 as specified in the ASA agreement.

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Bockatech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

8. Share-based payments

Bockatech Limited has a Growth Share Plan and a Share Option Plan. Depending on the plan,the shares are offered at a subscription or exercise price specified by the Directors at date of grant, along with performance conditions set at the Board's discretion. The shares vest over 3-5 years.

As at 31 December 2024 the company had issued 139,247 (2023: 139,247) Growth Shares to its employees and contributors of which 137,302 (2023: 131,249) shares had vested.

The company had also granted 42,508 (2023: 54,475) share options to its staff, of which 41,611 (2023: 38,578) options had vested but had not been exercised. Nil share options (2023: 11,967) have lapsed in the year.

The fair value of the plans are measured using the Black Scholes valuation model. As a result of the fair value exercise performed, a credit to equity of £83,531 (2023: £84,071) was recorded in the accounts.

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