| REGISTERED NUMBER: |
| Financial Statements for the Year Ended 31 March 2025 |
| for |
| Echion Technologies Ltd |
| REGISTERED NUMBER: |
| Financial Statements for the Year Ended 31 March 2025 |
| for |
| Echion Technologies Ltd |
| Echion Technologies Ltd (Registered number: 10680704) |
| Contents of the Financial Statements |
| for the Year Ended 31 March 2025 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| Echion Technologies Ltd |
| Company Information |
| for the Year Ended 31 March 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Lake House |
| Market Hill |
| Royston |
| Hertfordshire |
| SG8 9JN |
| Echion Technologies Ltd (Registered number: 10680704) |
| Balance Sheet |
| 31 March 2025 |
| 31.3.25 | 31.3.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| Investments | 6 |
| CURRENT ASSETS |
| Stocks | 7 |
| Debtors | 8 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 9 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Share premium | 12 |
| Share based payment reserve | 12 |
| Retained earnings | 12 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Echion Technologies Ltd (Registered number: 10680704) |
| Notes to the Financial Statements |
| for the Year Ended 31 March 2025 |
| 1. | STATUTORY INFORMATION |
| Echion Technologies Ltd is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared on a going concern basis. The Directors consider this to be appropriate despite the fact that the balance sheet shows negative reserves at 31 March 2025, on the basis that the company has sufficient cash reserves to continue operations through to the end of 2026, under the current business plan. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Echion Technologies Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Significant judgements and estimates |
| The preparation of the financial statements requires management to make judgements, estimates and assumptions which impact on the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| The company estimates the fair value of equity-settled share-based payments at the grant date using valuation models that require judgment in determining assumptions such as expected volatility, option life, and risk-free rate. Judgment is also applied in assessing the probability of meeting vesting conditions, which affects the expense recognised over the vesting period in accordance with Section 26 of FRS 102. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Grant Income |
| Grant income is recognised in the period in which the related costs are incurred. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Echion Technologies Ltd (Registered number: 10680704) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Asset under construction | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Computer equipment | - |
| Improvements to property are depreciated on a straight line basis over the period to the lease end date 21 February 2029. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Financial instruments |
| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments. |
| Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. |
| Basic financial assets |
| Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised. |
| Basic financial liabilities |
| Basic financial liabilities, including creditors and loans that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| Taxation |
| Taxation for the year is solely current tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Echion Technologies Ltd (Registered number: 10680704) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Share based payments |
| The company issues equity-settled share based payments to certain employees in the form of share options. These are measured at fair value at the date of grant using the Black-Scholes model. The fair value determined at the grant date of the equity settled share-based payments is expensed on a straight-line basis over the vesting period, based on the company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. |
| On cancellation or settlement (including those resulting from employee redundancy) the share options will lapse immediately. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| Echion Technologies Ltd (Registered number: 10680704) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 4. | INTANGIBLE FIXED ASSETS |
| Other |
| intangible |
| assets |
| £ |
| COST |
| At 1 April 2024 |
| and 31 March 2025 |
| AMORTISATION |
| At 1 April 2024 |
| Charge for year |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| 5. | TANGIBLE FIXED ASSETS |
| Asset | Improvements |
| under | to | Plant and |
| construction | property | machinery |
| £ | £ | £ |
| COST |
| At 1 April 2024 |
| Additions |
| Disposals | ( |
) |
| Reclassification/transfer | ( |
) |
| At 31 March 2025 |
| DEPRECIATION |
| At 1 April 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| Echion Technologies Ltd (Registered number: 10680704) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 5. | TANGIBLE FIXED ASSETS - continued |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 April 2024 |
| Additions |
| Disposals | ( |
) |
| Reclassification/transfer |
| At 31 March 2025 |
| DEPRECIATION |
| At 1 April 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| Additions |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: Room 206-D19, 2F, No. 1602, West Zhongshan Road, Xuhui District, Shanghai |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Leederville, WA 6007, Australia |
| Nature of business: |
| % |
| Class of shares: | holding |
| Echion Technologies Ltd (Registered number: 10680704) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 7. | STOCKS |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Stocks |
| 8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Tax |
| VAT |
| Prepayments |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Other creditors |
| Accrued expenses |
| 10. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Within one year |
| Between one and five years |
| Echion Technologies Ltd (Registered number: 10680704) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.3.25 | 31.3.24 |
| value: | £ | £ |
| 3,799,207 | Ordinary | £0.0001 | 380 | 380 |
| 891,980 | Series B-1 | £0.0001 | 89 | 89 |
| 30,528 | Series B-2 | £0.0001 | 3 | 3 |
| 467,296 | Series B-3 | £0.0001 | 47 | - |
| 519 | 472 |
| On 7 June 2024 the entity issued 129,002 Series B-1 shares with a nominal value of £0.0001 per share. The total consideration received amounted to £3,813,299 being £29.56 per share. These shares on 14 November 2024 were then converted to Series B-3 shares. |
| On 14 November 2024 the entity issued 5,962 £0.0001 Series B-1 shares at nominal value per share and 338,294 £0.0001 Series B-3 shares for £29.56 per share. |
| 12. | RESERVES |
| Share |
| based |
| Retained | Share | payment |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1 April 2024 | ( |
) | 24,167,541 |
| Deficit for the year | ( |
) | ( |
) |
| Share based payments |
| Issue of share capital | - | 13,241,806 | - | 13,241,806 |
| At 31 March 2025 | ( |
) | 29,888,812 |
| 13. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| 14. | PENSION COMMITMENTS |
| The company operates a defined contribution pension scheme.The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £278,547 (2024: £78,102). The pension contributions outstanding at the year end amounted to £24,838 (2024: £18,314). |
| 15. | CAPITAL COMMITMENTS |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Contracted but not provided for in the |
| financial statements |
| Echion Technologies Ltd (Registered number: 10680704) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 16. | SHARE BASED PAYMENT TRANSACTIONS |
| The Company has issued equity settled share based payments to employees, including 85,588 granted in the year-ended 31 March 2025 (2024: 8,500). Equity settled share based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value at the grant date of the equity settled share based payment is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest. |
| The weighted average fair value of options granted in the year was determined using the Black-Scholes 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 requirement to exercise within a short period after the employee become 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. |
Number of Share Options |
Weighted average exercise price |
| 2025 | 2024 | 2025 | 2024 |
| Brought forward | 481,065 | 483,565 | 2.97 | 2.96 |
| Granted in period | 85,588 | 8,500 | 18.26 | 6.56 |
| Forfeited in period | -6,500 | -10,900 | 9.62 | 5.37 |
| Exercised in period | - | -100 | - | - |
| Carried forward | 560,153 | 481,065 | 5.23 | 2.97 |
| Exercisable at 31 March | 448,573 | 369,986 | 3.48 | 2.64 |
| Of the 560,153 options outstanding at 31st March 2025, 53,383 have an exercise price of £0.01, 173,400 have an exercise price of £1.50, 100,615 have an exercise price of £2.23, 21,617 have an exercise price of £3.60 and 137,050 have an exercise price of £6.56 and 74,088 have an exercise price of £19.81. |
| At the year end, Directors of the company held options over 121,565 (2024:121,565) ordinary shares. |
| Expenses |
| 2025 | 2024 |
| Related to equity settled share based payments | 593,009 | 232,684 |