ACCOUNTS - Final Accounts preparation

Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Registered number: SC553315

INTEGRATED GRAPHENE LIMITED

UNAUDITED

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

INTEGRATED GRAPHENE LIMITED

REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF INTEGRATED GRAPHENE LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2024

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Integrated Graphene Limited for the year ended 31 December 2024 which comprise the Statement of Financial Position and the related notes from the Company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants of Scotland, we are subject to its ethical and other professional requirements which are detailed at https://icas.com/icas -framework-preparation -of-accounts.

This report is made solely to the Board of Directors of Integrated Graphene Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Integrated Graphene Limited and state those matters that we have agreed to state to the Board of Directors of Integrated Graphene Limited, as a body, in this report in accordance with the requirements of the Institute of Chartered Accountants of Scotland as detailed at https://icas.com/icas -framework-preparation -of-accounts. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Integrated Graphene Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Integrated Graphene Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Integrated Graphene Limited. You consider that Integrated Graphene Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or review of the financial statements of Integrated Graphene Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

AAB

133 Finnieston Street

Glasgow

G3 8HB

11 September 2025

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INTEGRATED GRAPHENE LIMITED

REGISTERED NUMBER: SC553315

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	5		6,623,543		5,899,886
Tangible assets	6		2,456,037		1,843,868
			9,079,580		7,743,754
Current assets
Stocks		4,016		-
Debtors: amounts falling due within one year	7	1,574,038		621,121
Cash at bank and in hand	8	2,875,840		50,035
		4,453,894		671,156
Creditors: amounts falling due within one year	9	(19,454,289)		(11,829,277)
Net current liabilities			(15,000,395)		(11,158,121)
Total assets less current liabilities			(5,920,815)		(3,414,367)
Creditors: amounts falling due after more than one year	10		-		(40,660)

Net liabilities			(5,920,815)		(3,455,027)

Capital and reserves
Called up share capital	11	9	9
Profit and loss account		(5,920,824)	(3,455,036)
		(5,920,815)	(3,455,027)

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INTEGRATED GRAPHENE LIMITED

REGISTERED NUMBER: SC553315

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 September 2025.

Mr J C Granier

Director

The notes on pages 4 to 15 form part of these financial statements.

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

The Company is a private Company limited by shares, registered in Scotland. The address of the registered office is Euro House, Wellgreen Place, Stirling , FK8 2DJ, Scotland

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group (of which this Company is a wholly owned subsidiary) will continue to operate for the foreseeable future.
On 28 July 2025 and 29 July 2025 the company completed an equity fund raise of £11,702,670 (gross) from both existing and new investors.
The Group is funded by its shareholders and cashflow arising from trading activities. In order to assess the appropriateness of adopting the going concern basis, the directors have reviewed the detailed forecasts of the Group and related potential scenarios, taking into account the fund raise noted above. Taking these forecasts into accounts and after making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis in preparing the annual financial statements.

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.5

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which is 5 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Profit and Loss Account in the same period as the related expenditure.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market.
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting date.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

Development expenditure

20%

Straight line

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold Improvements	-	25% straight line
Plant and machinery	-	5 - 33% straight line
Fixtures and fittings	-	25% straight line
Equipment	-	25% straight line

Assets under construction are not depreciated until the asset is available for use and then reallocated to the appropriate category
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate or if there is an indication of significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

2.13

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Page 8

INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Financial instruments (continued)

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Research and development expenditure
Development expenditure is capitalised in accordance with the Company's accounting policy. Initial capitalisation of costs is based on management's judgement that technical and economic feasibility is confirmed, usually when a product development project has reached a defined milestone. In determining the amounts to be capitalised management makes assumptions regarding the expected future cash generation of the assets and the expected period of benefits. The directors review the amortisation policy on a regular basis and review annually the evidence of impairment having regards to expected future sales.
Revenue recognition
Revenue is recognised as project activity progresses and the right to consideration is earned. The key area of judgement is the determination of the stage of completion of work done. Management base this assessment on progress reports and their experience of similar contracts in the past.
Tangible fixed assets
The estimates and assumptions made to determine asset lives require judgements to be made as regards useful lives and residual values. The useful lives and residual values of the Company's fixed assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on historical experience with similar assets. During the year the directors reviewed the useful lives of the assets and the impact on the depreciation charge was a reduction of £111,304 in the year.

Employees

The average monthly number of employees, including directors, during the year was 44 (2023 - 40).

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Intangible assets

		Development expenditure
		£
	Cost
	At 1 January 2024	7,750,128
	Additions - internal	2,606,646
	At 31 December 2024	10,356,774
	Amortisation
	At 1 January 2024	1,850,242
	Charge for the year	1,882,989
	At 31 December 2024	3,733,231
	Net book value
	At 31 December 2024	6,623,543
	At 31 December 2023	5,899,886

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Tangible fixed assets

	Leasehold improvement	Plant and machinery	Fixtures and fittings	Office Equipment	Assets under construction	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2024	537,391	1,169,872	130,575	28,144	586,267	2,452,249
Additions	24,812	301,000	-	14,535	667,183	1,007,530
Transfers between classes	-	7,100	-	-	(7,100)	-
At 31 December 2024	562,203	1,477,972	130,575	42,679	1,246,350	3,459,779
Depreciation
At 1 January 2024	61,387	506,690	27,522	12,782	-	608,381
Charge for the year	139,461	214,351	31,141	10,408	-	395,361
At 31 December 2024	200,848	721,041	58,663	23,190	-	1,003,742
Net book value
At 31 December 2024	361,355	756,931	71,912	19,489	1,246,350	2,456,037
At 31 December 2023	476,004	663,182	103,053	15,362	586,267	1,843,868

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


	Plant and machinery	81,239	141,252

Debtors

					2024	2023
					£	£


Trade debtors	7,618	468,176
Other debtors	140,843	-
Prepayments and accrued income (note 4)	1,425,577	152,945
	1,574,038	621,121

8.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	2,875,840	50,035
	2,875,840	50,035

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INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	364,295	484,868
Amounts owed to group undertakings	18,660,751	10,874,635
Other taxation and social security	61,407	351,459
Obligations under finance lease and hire purchase contracts	40,660	56,149
Other creditors	20,718	12,298
Accruals and deferred income	306,458	49,868
	19,454,289	11,829,277

The hire purchase creditors are secured by the assets concerned.

10.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Net obligations under finance leases and hire purchase contracts	-	40,660
	-	40,660

11.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

889 (2023 - 889) Ordinary shares of £0.01 each	9	9

12.	Pension commitments

The Company operates a defined contributions pensions scheme. The assets of the scheme are held separately from those of the Company in an administered fund. Contributions totalling £20,718 (2023 - £12,298) were payable to the fund at the reporting date and are included in other creditors.

Page 14

INTEGRATED GRAPHENE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Not later than 1 year	73,346	73,346
Later than 1 year and not later than 5 years	152,804	226,150
	226,150	299,496

14.	Related party transactions
	The Company has taken advantage of the exemption in Section 33.1A of FRS 102 to not disclose intergroup transactions. The balance is disclosed in the creditors note.

15.	Controlling party

The ultimate parent Company is Integrated Graphene Holding Limited, a Company incorporated in Scotland. The financial statements are available at its registered office, Euro House, Wellgreen Place, Stirling, FK8 2DJ.
In the opinion of the directors, there is no ultimate controlling party.

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