REGISTERED NUMBER: 12514062 (England and Wales)

BIACO LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

B E Malizia FCA

Dr A F Atkins FIET, FIMechE , PhD, Meng/BSc

R A Wright

I E Kershaw

K E Miller

REGISTERED OFFICE:

Post Office Vaults

4 Market Place

Wantage

Oxfordshire

OX12 8AT

REGISTERED NUMBER:

12514062 (England and Wales)

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Eastleigh

Hampshire

SO53 2DR

The directors present their report with the financial statements of the company for the period ended 30 June 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2024 to the date of this report.

B E Malizia FCA

Dr A F Atkins FIET, FIMechE , PhD, Meng/BSc

R A Wright

Other changes in directors holding office are as follows:

I E Kershaw and K E Miller were appointed as directors after 30 June 2025 but prior to the date of this report.

C R Key ceased to be a director after 30 June 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Rothmans Audit LLP , will be proposed for re-appointment at the forthcoming Annual General Meeting.

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:

I E Kershaw - Director

24 April 2026

Opinion

We have audited the financial statements of Biaco Limited (the 'company') for the year ended 30 June 2025 which comprise the Income Statement, Balance Sheet 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 30 June 2025 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 auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 has 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 to prepare a Strategic Report or 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.

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.

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

We obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect of the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act and Health & Safety regulations.

Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the completeness of revenue, management override of controls and the completeness and accuracy of share capital and share premium. Audit procedures were designed to ensure all of the risks were addressed.

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

o

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

o

reviewing any correspondence with regulators and the company's legal advisors.

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

o

performed analytical procedures to identify any unusual or unexpected relationships;

o

tested journal entries to identify unusual transactions; and

o

assessed whether judgements and assumptions contained any indication of potential bias.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Kevin Richards (Senior Statutory Auditor)

for and on behalf of Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Eastleigh

Hampshire

SO53 2DR

24 April 2026

TURNOVER

20,000

-

Administrative expenses

1,121,034

1,209,693

(1,101,034

)

(1,209,693

)

Other operating income

3

-

65,646

OPERATING LOSS

5

(1,101,034

)

(1,144,047

)

Interest receivable and similar income

20,566

1,953

(1,080,468

)

(1,142,094

)

Interest payable and similar expenses

2,120

11,222

LOSS BEFORE TAXATION

(1,082,588

)

(1,153,316

)

Tax on loss

-

13,980

LOSS FOR THE FINANCIAL YEAR

(1,082,588

)

(1,167,296

)

FIXED ASSETS

Intangible assets

6

4,544,569

2,924,624

Tangible assets

7

42,753

25,422

Investments

8

1

1

4,587,323

2,950,047

CURRENT ASSETS

Debtors

9

685,828

246,820

Cash at bank

1,003,572

802,475

1,689,400

1,049,295

CREDITORS

Amounts falling due within one year

10

648,129

179,660

NET CURRENT ASSETS

1,041,271

869,635

TOTAL ASSETS LESS CURRENT LIABILITIES

5,628,594

3,819,682

CAPITAL AND RESERVES

Called up share capital

12

13,679

13,114

Share premium

8,052,993

5,162,058

Retained earnings

(2,438,078

)

(1,355,490

)

SHAREHOLDERS' FUNDS

5,628,594

3,819,682

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

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2026 and were signed on its behalf by:

I E Kershaw - Director

1.	STATUTORY INFORMATION

Biaco Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 12514062 and its registered office address is Post Office Vaults, 4 Market Place, Wantage, Oxfordshire, England, OX12 8AT.

2.	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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The presentation currency is £ sterling.

Going Concern

The financial statements are prepared on the going concern basis. The directors are mindful of the need for additional investment and are in discussion with a number of interested parties. In the meantime, the Company is reliant on the support of investors. Since the year end the development of the core technology has continued and, in the directors' opinion, the value of the intellectual property as shown on the balance sheet is worth in excess of book value.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenue and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Intangible assets - development

The directors use their judgement to determine when the research phase ends and the development phase begins, and which costs are capitalised as part of the intangible asset development.

Turnover

Turnover represents net sales in the year (excluding value added tax) adjusted for accrued and deferred income where applicable.

Intangible fixed assets

Intangible fixed assets are initially measured at cost. After recognition, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

No amoritsartion is charged until assets are fully developed and in operation.

Research and development

Expenditure on research is written off against profits in the year in which it is incurred.

Development costs are capitalised when the following criteria has been met:

(a) It is technically feasible to complete the development so that the assets will be available for use or sale;

(b) It is intended that the assets being developed will be used or sold;

(c) The company is able to use or sell the assets;

(d) It can be demonstrated that the assets will generate probable future economic benefit;

(e) Adequate technical, financial and other resources exist so that the assets development can be completed and subsequently used or sold; and

(f) Expenditure attributable to the assets during the development can be reliably measured.

Tangible fixed assets

The cost of tangible fixed assets initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management.

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

Fixtures and fittings

- 20% straight line

Plant and equipment

- 20% straight line

Computer equipment

- 20% straight line

The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Tangible fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the Income Statement.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.

Taxation

The charge for taxation is based on the profit / (loss) for the period and takes into account taxation deferred.

Current tax is measured at amounts expected to be paid using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date except that the recognition of deferred tax assets is limited to the extent that the company anticipates to making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.

Pension costs

The company operates a defined contribution pension scheme. Contributions are charged in the Income Statement as they become payable in accordance with the rules of the scheme.

Leasing commitments

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

Rentals payable under operating leases, including any lease incentives received are charged in the Income Statement on a straight line basis over the lease term.

Finance costs

Finance costs relate to the effective interest rates on the loans and have been charged directly to the Income Statement.

Government grants

Government grants are recognised in the Income Statement in the period to which they relate to, in accordance with the performance model.

3.	OTHER OPERATING INCOME

Other operating income includes Government Grants.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2024 - 9 ) .

5.	OPERATING LOSS

The operating loss is stated after charging:

Period

1/1/23

Year ended

to

30/6/25

30/6/24

£

£

Depreciation - owned assets

13,924

12,047

6.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 July 2024

2,924,624

Additions

1,619,945

At 30 June 2025

4,544,569

NET BOOK VALUE

At 30 June 2025

4,544,569

At 30 June 2024

2,924,624

7.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 July 2024

8,339

22,439

19,240

50,018

Additions

18,375

2,439

10,441

31,255

At 30 June 2025

26,714

24,878

29,681

81,273

DEPRECIATION

At 1 July 2024

5,614

14,946

4,036

24,596

Charge for year

4,532

3,483

5,909

13,924

At 30 June 2025

10,146

18,429

9,945

38,520

NET BOOK VALUE

At 30 June 2025

16,568

6,449

19,736

42,753

At 30 June 2024

2,725

7,493

15,204

25,422

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 July 2024

and 30 June 2025

1

NET BOOK VALUE

At 30 June 2025

1

At 30 June 2024

1

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Biaco Power Limited

Registered office: Post Office Vaults, 4 Market Place, Wantage, England, OX12 8AT

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

370,785

191,883

Directors' current accounts

265,822

-

Corporation tax

13,902

13,901

Prepayments and accrued income

35,319

41,036

685,828

246,820

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other loans

100,000

-

Trade creditors

294,277

90,325

Social security and other taxes

224,768

39,720

Other creditors

7,887

13,884

Accruals and deferred income

21,197

35,731

648,129

179,660

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

1,100

27,529

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

13,079,094

Ordinary

£0.001

13,079

12,514

600,000

A Ordinary

£0.001

600

600

13,679

13,114

During the year 552,300 Ordinary Shares were issued at £5 per share and 13,000 Ordinary shares were issued at £10 per share.

13.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the year ended 30 June 2025 and the period ended 30 June 2024:

2025

2024

£

£

B E Malizia FCA

Balance outstanding at start of year

-

-

Amounts advanced

265,822

-

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

265,822

-

14.	RELATED PARTY DISCLOSURES

Barry Malizia and Chris Key, directors of the company, are also directors of Net Zero Foundation. During the year the company made a payment to Net Zero Foundation totalling £5,000 (18 month period ended 30 June 2024: £nil). No amounts were outstanding at either year end.

Andy Atkins, a director of the company, is also a director of AFAtkins Limited. During the purchases were made from AFAtkins Limited totalling £8,400 (18 month period ended 30 June 2024: £18,480). No amounts were outstanding at either year end.

Barry Malizia, a director of the company, is also a director of Frontline Protection Systems Limited. During the year purchases of £nil were made from Frontline Protection Systems Limited (18 month period ended 30 June 2024: £31,800). No amounts were outstanding at either year end.

During the year the company advanced £250,000 to Barry Malizia. Interest has been charged on the advance at 10%, with the total interest charge for the period being £15,822. The total amount owed by Barry Malizia at 30 June 2025 was £265,822.

15.	ULTIMATE CONTROLLING PARTY

The directors do not consider there to be any one controlling party.