REGISTERED NUMBER: 05189218 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Q-Flo Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

7

Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

Y Yeshurun

Dr R J Wilson

R Y Ziv

M Elazar

M Tsoran

N Yatom

REGISTERED OFFICE:

1st Floor

One Suffolk Way

Sevenoaks

Kent

TN13 1YL

REGISTERED NUMBER:

05189218 (England and Wales)

AUDITORS:

WP Audit Limited

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

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 development and exploitation of its technology.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

Y Yeshurun has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

Dr M Pick - resigned 1 April 2024

A Biberstain - resigned 1 April 2024

D Ziv - resigned 1 April 2024

Dr R J Wilson - appointed 1 April 2024

R Y Ziv - appointed 1 April 2024

M Elazar - appointed 1 April 2024

M Tsoran - appointed 1 April 2024

N Yatom - appointed 1 April 2024

DIRECTORS' RESPONSIBILITIES STATEMENT

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). 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 or she ought to

have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that

the company's auditors are aware of that information.

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:

Y Yeshurun - Director

24 December 2025

Opinion

We have audited the financial statements of Q-Flo Limited (the 'company') for the year ended 31 December 2024 which comprise the Income and Other Comprehensive 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 and of its loss for the year then

ended;

- 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.

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 and of its loss for the year then ended;

-	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

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made within the notes to the financial statements concerning the Company's ability to continue as a going concern.

As at 31 December 2024, Q-Flo Limited has committed shareholder funding in place to support operations until 31 March 2026, with no repayment obligations or conditions attached. Beyond 31 March 2026, continued operation remains dependent on securing additional funding. Accordingly, a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern beyond 31 March 2026.

The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern. Our opinion is not modified in respect of this matter.

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 have 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 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:

The engagement partners ensured that the engagement team collectively had the appropriate competence, capabilities and skill to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other

management, and from our commercial knowledge and experience of the sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial

statements or the operations of the company, including the Companies Act 2006, taxation legislation and data

protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with laws and regulations identified above through making enquiries of

management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to

instance of non-compliance throughout the audit.

- We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an

understanding of how fraud might occur, by;

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of

actual, suspected and alleged fraud;

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

- understanding the design of the company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we;

- performed analytical procedures to identify unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of

potential bias; and

- investigated the rationale behind significant or unusual transactions.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Our procedures are designed to be capable of detecting irregularities, including fraud.

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.

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.

Audit response to risks identified

In response to the risk of irregularities and non-compliance with laws and regulations; we designed procedures which included, but were not limited to;

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators and company's legal advisors.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Philippa Duckworth BSc, FCCA (Senior Statutory Auditor)

for and on behalf of WP Audit Limited

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

29 December 2025

TURNOVER

4

35,569

73,348

Cost of sales

1,933,468

743,248

GROSS LOSS

(1,897,899

)

(669,900

)

Administrative expenses

1,590,956

838,200

(3,488,855

)

(1,508,100

)

Other operating income

606,977

345,164

OPERATING LOSS

6

(2,881,878

)

(1,162,936

)

Interest receivable and similar income

37,397

-

LOSS BEFORE TAXATION

(2,844,481

)

(1,162,936

)

Tax on loss

7

-

-

LOSS FOR THE FINANCIAL YEAR

(2,844,481

)

(1,162,936

)

LOSS FOR THE YEAR

(2,844,481

)

(1,162,936

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,844,481

)

(1,162,936

)

FIXED ASSETS

Intangible assets

8

3,551

4,377

Tangible assets

9

287,045

299,479

Investments

10

43

43

290,639

303,899

CURRENT ASSETS

Debtors

11

481,355

203,997

Cash at bank

1,215,086

38,470

1,696,441

242,467

CREDITORS

Amounts falling due within one year

12

60,741

174,760

NET CURRENT ASSETS

1,635,700

67,707

TOTAL ASSETS LESS CURRENT LIABILITIES

1,926,339

371,606

CREDITORS

Amounts falling due after more than one year

13

2,783,880

2,703,910

NET LIABILITIES

(857,541

)

(2,332,304

)

CAPITAL AND RESERVES

Called up share capital

14

6,826

6,200

Share premium

15

4,318,618

-

Retained earnings

15

(5,182,985

)

(2,338,504

)

SHAREHOLDERS' FUNDS

(857,541

)

(2,332,304

)

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

Y Yeshurun - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

6,200

(1,175,568

)

-

(1,169,368

)

Changes in equity

Total comprehensive income

-

(1,162,936

)

-

(1,162,936

)

Balance at 31 December 2023

6,200

(2,338,504

)

-

(2,332,304

)

Changes in equity

Issue of share capital

626

-

4,318,618

4,319,244

Total comprehensive income

-

(2,844,481

)

-

(2,844,481

)

Balance at 31 December 2024

6,826

(5,182,985

)

4,318,618

(857,541

)

Cash flows from operating activities

Cash generated from operations

1

(2,653,126

)

(1,017,760

)

Net cash from operating activities

(2,653,126

)

(1,017,760

)

Cash flows from investing activities

Purchase of tangible fixed assets

(66,845

)

(332,276

)

New loans issued from group companies

79,970

1,380,909

Interest received

37,397

-

Net cash from investing activities

50,522

1,048,633

Cash flows from financing activities

New loans in year

(540,024

)

-

Share issue

4,319,244

-

Net cash from financing activities

3,779,220

-

Increase in cash and cash equivalents

1,176,616

30,873

Cash and cash equivalents at beginning of year

2

38,470

7,597

Cash and cash equivalents at end of year

2

1,215,086

38,470

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before taxation

(2,844,481

)

(1,162,936

)

Depreciation charges

80,105

36,350

Loan write-off

540,024

-

Finance income

(37,397

)

-

(2,261,749

)

(1,126,586

)

(Increase)/decrease in trade and other debtors

(277,358

)

8,583

(Decrease)/increase in trade and other creditors

(114,019

)

100,243

Cash generated from operations

(2,653,126

)

(1,017,760

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,215,086

38,470

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

38,470

7,597

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

38,470

1,176,616

1,215,086

38,470

1,176,616

1,215,086

Total

38,470

1,176,616

1,215,086

1.	GOING CONCERN

The financial statements have been prepared on a going concern basis. The Company has committed shareholder funding sufficient to meet obligations through 31 March 2026 and management has implemented plans to reduce costs, including the wind-down of UK operations and focus on maintaining its CNT patent portfolio. However, continued operation beyond 31 March 2026 is dependent on securing additional funding. While discussions regarding future funding are ongoing, no binding commitments have been obtained. Accordingly, a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern beyond 31 March 2026. The financial statements do not include any adjustments that might result from this uncertainty.

2.	STATUTORY INFORMATION

Q-Flo 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 (£).

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The disclosure requirements of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

These are the financial statements of the individual company, the parent company will include them in the consolidated financial accounts.

Significant judgements and estimates

In the application of the company's accounting policies the director is required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The company does not make significant estimates and assumptions concerning the future.

Turnover and revenue recognition

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised in the period to which it relates.

Grants are recognised where there is reasonable assurance that the Company will comply with the attached conditions and that the grants will be received. Grants that compensate the Company for expenses incurred are recognised in profit or loss as Other operating income on a systematic basis in the same periods in which the related expenses are recognised. Amounts earned but not yet received are presented as accrued income.

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.

Patents and licences are being amortised evenly over their estimated useful life of twenty years.

Intangible fixed assets and amortisation

Intellectual property is being written off in equal annual instalments over its estimated economic life of 20 years.

Professional fees relating to intellectual property have been written off in the year of the expense.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on cost

Fixtures and fittings

-

33% on cost

Computer equipment

-

33% on cost

Investments

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation

Taxation for the year comprises current and deferred 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 or deferred 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

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.

Investments in joint venture

Investments in joint venture undertakings are recognised at cost.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Rendering of services

35,569

73,348

35,569

73,348

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

33,729

-

Rest of the world

1,840

73,348

35,569

73,348

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

468,228

342,365

Social security costs

45,282

33,392

Other pension costs

56,911

29,870

570,421

405,627

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

2024

2023

Employees

8

8

2024

2023

£

£

Directors' remuneration

16,685

63,754

Directors' pension contributions to money purchase schemes

8,226

25,074

6.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

79,279

35,524

Patents and licences amortisation

826

825

Auditors' remuneration

7,100

6,950

Foreign exchange differences

(16,029

)

(591

)

7.

TAXATION

Analysis of the tax charge

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

8.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 January 2024

and 31 December 2024

16,537

AMORTISATION

At 1 January 2024

12,160

Amortisation for year

826

At 31 December 2024

12,986

NET BOOK VALUE

At 31 December 2024

3,551

At 31 December 2023

4,377

9.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2024

326,194

233

14,348

340,775

Additions

63,426

241

3,178

66,845

At 31 December 2024

389,620

474

17,526

407,620

DEPRECIATION

At 1 January 2024

32,425

233

8,638

41,296

Charge for year

76,031

46

3,202

79,279

At 31 December 2024

108,456

279

11,840

120,575

NET BOOK VALUE

At 31 December 2024

281,164

195

5,686

287,045

At 31 December 2023

293,769

-

5,710

299,479

10.	FIXED ASSET INVESTMENTS

Interest

in

associate

£

COST

At 1 January 2024

and 31 December 2024

43

NET BOOK VALUE

At 31 December 2024

43

At 31 December 2023

43