As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £6,451,225 (2023 - £4,094,867 loss).
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
PhysicsX Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is Victoria House, 1 Leonard Circus, London, England, EC2A 4DQ.
The group consists of PhysicsX Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 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 consolidated group financial statements consist of the financial statements of the parent company PhysicsX Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
In Q4 of each year the board approves budgets and forecasts for the financial year ahead. An important part of these forecasts is the cashflow expected, as the group continues to be in the investment phase of its development. Management apply stress tests to the forecasts, and ensure that the business is appropriately funded to cover reasonably foreseeable changes in circumstance. The Group has secured a material tranche of funding in June 2025 through issuance of shares as part of Series B raise. Sensitivity analysis was carried out as part of the going concern review, in particular what the impact would be on PhysicsX's ability to operate as a going concern if its budget was missed by 20%. In the unlikely event that budgeted revenue decreased by 20% and costs were unaffected, PhysicsX would still be in a cash positive position and would be able to continue operating.
Having considered the capital and liquidity of the group, and the group's forecasts, the directors have a reasonable expectation that the company will continue for the foreseeable future, which is for at least twelve months from the date of signing of these financial statements, and will be able to meet its liabilities as they fall due. Accordingly, the financial statements have been prepared on the going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Research expenditure is written off against profits in the year in which it is incurred.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent 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.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’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 where the revision affects only that period, or in the period of the revision and future periods where 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 as follows.
In accordance with Section 26 of FRS 102 the Group has recognised a charge in respect of the Group share based payment plans. Management have accounted for this in as an equity settled share based payment. In determining the fair value at the date of grant of the scheme management has used the Black Scholes model. Key inputs to the model are: share price at grant date, exercise price, dividend yield, expected life, risk-free interest rate and volatility. Consideration is taken in relation to vesting conditions and non-market variables which impact the estimated charge.
The average monthly number of persons (including directors) employed by the group and company during the year was:
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
At 31 December 2024 the company held 100% of the Ordinary share capital in PhysicsX Inc. The registered office of the entity is 8 The Green, Suite R, County of Kent; Dover, Delaware 19901, USA.
Included in other debtors is £2,599,209 (2023: £2,599,209) for unpaid share capital, in respect of shares held by a director.
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
The weighted average share price at the date of exercise for share options exercised during the year was £8.32. The charge relating to these shares of £18,248 has been transferred from the Share based payment reserve to Profit and loss reserves. There were no share options exercised in the prior year.
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 becomes entitled to the shares (the “vesting date”).
Each ordinary share is entitled to one vote (except B shares), dividends and to participate in any other distribution. Each ordinary share is entitled to participate in distribution arising from a winding up of the company. The share are not redeemable.
Each holder of series preferred shares shall be entitled to the number of votes equal to the number of whole ordinary shares into which such series preferred shares are convertible as of the record date for determining shareholders entitled to vote on the relevant matter. The dividend payable in respect of each series preferred share shall be equal to the dividend payable in respect of each ordinary share multiplied by the number of ordinary shares into which such series preferred share is convertible as of the record date for determining shareholders entitled to such dividend. On a distribution of assets on a liquidation or winding up, the holders of the series preferred shares shall be paid first followed by the holders of the ordinary shares. The series preferred shares are not redeemable.
On 18 August 2023, the company issued 82,103 C Ordinary shares with a nominal value of £0.001. The consideration of £2,599,209 for the shares remains unpaid.
On 19 October 2023, the company issued 13,384 Series A-1 Preferred shares to settle a convertible loan note. The company received £1,933,877 for the shares. On 19 October 2023, 13,384 Series A-1 Preferred shares and 6,188 A Ordinary shares were redesignated to 19,572 Series A-2 Preferred shares.
On 19 October 2023, the company issued 77,804 Series A-2 Preferred shares and 38,944 Series A-3 Preferred shares, all with a nominal value of £0.001. The company received £22,493,336 for the shares.
On 18 December 2023, the company issued 380 Series A-3 Preferred shares with a nominal value of £0.001. The company received £78,442 for the shares.
On 8 April 2024, the company issued 190 Series A-3 Preferred shares with a nominal value of £0.001. The company received £39,540 for the shares.
On 4 October 2024, the company issued 190 Series A-3 Preferred shares with a nominal value of £0.001. The company received £39,540 for the shares.
On 11 November 2024, the company issued 158 B Ordinary shares with a nominal value of £0.001. The company received £1,314 for the shares.
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
On 18 June 2025, the company allotted 6,023,671 Series B-1 Preferred Shares and 2,350,932 Series B-2 Preferred Shares, to generate funding of $123,999,788, with a further $9,999,995.70 of funding through a stock transfer on 20 June 2025, which is pending completion.
The company has taken advantage of the exemption to disclose related party transactions with companies that are wholly owned within the group. The balances outstanding at the year end are disclosed in the Debtors note.
Advances or credits have been granted by the group to its directors as follows: The company owed a director £nil (2023: £769,605), total repayments of £nil (2023: £23,395) and total advances of £nil (2023: £793,000) were seen during the financial year.