| REGISTERED NUMBER: |
| WARWICK ACOUSTICS LIMITED |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| REGISTERED NUMBER: |
| WARWICK ACOUSTICS LIMITED |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 | to | 3 |
| Report of the Directors | 4 | to | 5 |
| Report of the Independent Auditors | 6 | to | 9 |
| Income Statement | 10 |
| Other Comprehensive Income | 11 |
| Statement of Financial Position | 12 |
| Statement of Changes in Equity | 13 |
| Statement of Cash Flows | 14 |
| Notes to the Statement of Cash Flows | 15 |
| Notes to the Financial Statements | 16 | to | 28 |
| WARWICK ACOUSTICS LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 3 Princes Court |
| Royal Way |
| Loughborough |
| Leicestershire |
| LE11 5XR |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| The directors present their strategic report for the year ended 30 September 2025. |
| REVIEW OF BUSINESS |
| The Company has continued to make significant progress during the year. |
| In June 2023, the Company announced it had secured its first production contract. The multi-year contract with a global top 10 luxury manufacturer was a major milestone for the Company, validating the performance and scalability of its proprietary audio solution. The Company has now achieved final vehicle sign off from the customer, and the vehicle is slated for a start of production in May 2026. It is anticipated that 2026 will be a transformative year for the Company as it shifts focus from research and development to full scale commercial production. As part of this transition, the Company invested in the operational capacity of the business during the year with the move to a new manufacturing facility that will allow the Company to deliver against anticipated long term production demand. |
| In addition to the programs reported above, active discussions have continued with several global automotive manufacturers and Tier 1 audio suppliers to the automotive industry. The Directors are pleased to report that the scale and intent of inbound interest continues to increase as the Company approaches delivery on its first production contract. |
| On the consumer side, the Company was pleased to launch the GoldenSound ("GSE") Aperio, a limited-edition, high-end headphone system created by Warwick Acoustics in collaboration with GoldenSound, an audio specialist. Launch reviews have been extremely positive and initial orders are encouraging. Notwithstanding this, the high end audio market has remained challenging through 2025. The Company's largest market is North America, and the uncertainty over tariffs, combined with general consumer nervousness, has impacted our sales this year, but recent signs point to a more positive outlook in 2026. |
| DEVELOPMENT AND PERFORMANCE |
| The Company provides the solution to a number of strategic headwinds that automotive manufacturers are facing, whilst also providing the tools for them to deliver on the demand for immersive and personalised in-car entertainment. The Directors believe that the outlook is extremely positive and that the Company can achieve its goal of becoming the dominant provider of audio systems to the $10 billion automotive market in the next 15 years. This confidence underpins the investment in resource capacity and capability in the year and which is anticipated will continue in the current year. |
| KEY PERFORMANCE INDICATORS |
| Year ended 30.09.25 |
Year ended 30.09.24 |
| £'000 | £'000 |
| Revenue | 524 | 1,715 |
| Gross Profit % | 49% | 65% |
| Operating Loss | (7,886) | (2,181) |
| Adjusted Operating Loss | (5,915) | (2,181) |
| Net Cash Position | 1,235 | 2,760 |
| During the year, as set out in Note 2, the Directors changed the method for amortising its development costs, patents and licences from 20 years to 10 years. This resulted in a charge to the Profit & Loss in the year of £1,971,364. The adjusted operating loss excludes this one-off adjustment. |
| As set out in the business performance review, the Company has focused resources on working collaboratively with its principal customer to overcome the challenges in delivering the world's first in-car electrostatic audio system. Resolving issues in a timely manner for the OEM and its Tier 1 suppliers to ensure the program maintained momentum has impacted the Company's ability to charge for all the services that it has provided in the year. Whilst this is disappointing, the strategic priority remains to bring the initial program into commercial production, which is anticipated in the current financial year. |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Directors have ultimate responsibility for risk management in the Company and determine the nature and extent of risk that the Company is willing to take to achieve its objectives. The principal risks and uncertainties identified by the Directors are: |
| - | General economic uncertainty - the Directors are aware that there remains a general level of economic uncertainty in the key markets in which it operates. |
| - | Acceptance of products - notwithstanding the technical and acoustic merits of the Company's products, there is no guarantee that the target customer base will either purchase the products or if they do, will do so in within the time frame anticipated by the Directors. |
| - | Intellectual Property risk - the Company's success will depend on its ability to maintain adequate protection of its IP, which covers granted patents, patent applications, software programs and confidential know-how. |
| - | Dependence on key personnel - the Company's business development and prospects are based on the continued service of key executives who provide the Company with a competitive advantage. The loss of key personnel could adversely affect technology development, operational performance and financial condition. |
| The Directors have established measures to mitigate the principal uncertainties, although it is accepted that, given the size of the Company, there is a need to balance the impact of further mitigation against the cost of securing it. |
| ON BEHALF OF THE BOARD: |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| The directors present their report with the financial statements of the company for the year ended 30 September 2025. |
| PRINCIPAL ACTIVITY |
| Warwick Acoustics is aiming to disrupt the delivery of audio in the global automotive and other adjacent markets through the development and exploitation of its patented electrostatic transducer technology. |
| The Company seeks to achieve this goal by delivering solutions to the strategic issues faced by car manufacturers as they transition from the age of the internal combustion engine to the world of battery powered and self-driving cars. |
| The Company's products deliver: |
| - | Unparalleled clarity of audio reproduction with audiophile quality acoustics |
| - | Measured power and weight savings of over 90% |
| - | Unique design and packaging opportunities for OEMs to locate in-car speakers in previously inaccessible locations, such as headrests and seat backs. |
| - | Fully recyclable and zero use of rare earth elements. |
| The Company supports this mission with the development of market leading consumer headphones that create a remarkable listening experience and showcase to a wider world the capability of its technology. |
| In short, the Company's commercial proposition is based on delivering superior performance, efficiently and with a lower impact on our environment than traditional solutions. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 30 September 2025. |
| 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 |
| The directors shown below have held office during the whole of the period from 1 October 2024 to the date of this report. |
| FUTURE DEVELOPMENT AND RESEARCH DEVELOPMENT |
| The Company is looking to disrupt the delivery of audio in the global eMobility market through the development and exploitation of its patented electrostatic transducer technology. Whilst its main focus has been the delivery of the world's first in-car electrostatic audio system, it has continued to invest in developing its core system so that it can better meet next generation acoustic demands. It is expected that this investment in research and development will result in several patent applications, which should further strengthen the Company's technological advantage and give enhanced protection to future revenue streams. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, 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. |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
| 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. |
| AUDITORS |
| The auditors, Duncan & Toplis Audit Limited, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WARWICK ACOUSTICS LIMITED |
| Qualified opinion |
| We have audited the financial statements of Warwick Acoustics Limited (the 'company') for the year ended 30 September 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 30 September 2025 and of the company's loss for the period 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 qualified opinion |
| We were not able to observe the counting of physical work in progress and finished goods inventories at the 30 September 2025 due to not being made aware of their existence at the time of counting the physical inventories. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 30 September 2025, which are included in the balance sheet at £715,238, by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount was necessary or whether there was any consequential effect on the cost of sales for the period ended 30 September 2025. |
| We were also unable to satisfy ourselves that the value of inventories held in work in progress and finished goods of £715,238 was accurate at 30 September 2025 as the calculations did not include any costs of overheads or labour incurred by the company in preparing the inventory items to their current state at 30 September 2025, and we were unable to determine whether any adjustment to this amount at 30 September 2025 was necessary. In addition, were any adjustment to the inventory balance to be required, the strategic report would also need to be amended. |
| We conducted our audit in accordance with the International Standards on Auditing (UK) (ISA's (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 qualified opinion. |
| Material uncertainty related to going concern |
| We draw attention to the section related to going concern in note 2 of the financial statements, which indicates that the company is reliant on reaching certain final milestones in early 2026, enter the production contract for their first in-car system and secure sufficient investment to fund longer term operations. |
| As stated in note 2 these events and conditions, along with the other matters set out in note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
| 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. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Key audit matters |
| Except for the matter described in the basis for qualified opinion section and the material uncertainty related to going concern section, we have determined that there are no key audit matters to be communicated in our report. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WARWICK ACOUSTICS LIMITED |
| Other information |
| The other information comprises the information included in the strategic report and the report of directors, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. |
| 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. |
| 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. |
| As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities or valuation of £715,238 held at 30 September 2025. We have concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| Except for the matter described in the basis for qualified opinion section of our report, 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 strategic report or the directors’ report. |
| Arising solely from the limitation on the scope of our work relating to inventory, referred to above: |
| - | we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and |
| - | we were unable to determine whether adequate accounting records have been kept. |
| We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | returns adequate for our audit have not been received from branches not visited by us; or |
| - | certain disclosures of directors’ remuneration specified by law are not made. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WARWICK ACOUSTICS LIMITED |
| 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: |
| We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit. |
| The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements such as the treatment of research and development expenditure, the amortisation and valuation of intangible assets and the depreciation of tangible fixed assets, as well as the risk of inappropriate journal entries to reduce reported losses. Audit procedures performed by the engagement team included the identification and testing of material and unusual journal entries and challenging management on key accounting estimates, assumptions and judgements made in the preparation of the financial statements. We carried out detailed substantive tests on accounting estimates, including reviewing the methods used by management to make those estimates, re-performing the calculation, and reviewing the outcome of prior year estimates. |
| Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations, Product Safety regulations and standard Company or Employment laws. |
| Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection. This inspection included a review of the external health and safety or product safety audits, conducted within the year, where applicable, for any evidence of non-compliance, in addition to an assessment of the company’s employment and health and safety controls. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items. |
| Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
| 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WARWICK ACOUSTICS LIMITED |
| 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. |
| for and on behalf of |
| 3 Princes Court |
| Royal Way |
| Loughborough |
| Leicestershire |
| LE11 5XR |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ |
| REVENUE | 3 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| OPERATING LOSS | 5 | ( |
) | ( |
) |
| Interest receivable and similar income |
| (7,784,162 | ) | (2,078,365 | ) |
| Interest payable and similar expenses | 6 | ( |
) | ( |
) |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss | 7 | ( |
) |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ |
| LOSS FOR THE YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME |
| Share option reserve | ( |
) |
| Income tax relating to other comprehensive income |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
( |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | ( |
) | ( |
) |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| STATEMENT OF FINANCIAL POSITION |
| 30 SEPTEMBER 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Property, plant and equipment | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Inventories | 12 |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 15 | ( |
) | ( |
) |
| PROVISIONS FOR LIABILITIES | 18 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 19 |
| Share premium | 20 |
| Share option reserve | 20 |
| Retained earnings | 20 | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| Called up | Share |
| share | Retained | Share | option | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 October 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | ( |
) | - | ( |
) | ( |
) |
| Balance at 30 September 2024 | ( |
) |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 30 September 2025 | ( |
) |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| STATEMENT OF CASH FLOWS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) | ( |
) |
| Interest paid | ( |
) | ( |
) |
| Tax paid |
| Net cash from operating activities | ( |
) | ( |
) |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | ( |
) | ( |
) |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Interest received |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| Share issue |
| Transaction costs on issue of shares | ( |
) | ( |
) |
| Net cash from financing activities |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year | 2 | 796,453 |
| Cash and cash equivalents at end of year | 2 | 2,414,126 | 3,382,512 |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE STATEMENT OF CASH FLOWS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Loss before taxation | ( |
) | ( |
) |
| Depreciation charges |
| Finance costs | 306 | 13,407 |
| Finance income | (101,804 | ) | (81,317 | ) |
| (4,765,315 | ) | (1,524,154 | ) |
| Increase in inventories | ( |
) | ( |
) |
| Decrease/(increase) in trade and other debtors | ( |
) |
| Increase/(decrease) in trade and other creditors | ( |
) |
| Cash generated from operations | ( |
) | ( |
) |
| 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 30 September 2025 |
| 30.9.25 | 1.10.24 |
| £ | £ |
| Cash and cash equivalents | 2,414,126 | 3,382,512 |
| Year ended 30 September 2024 |
| 30.9.24 | 1.10.23 |
| as restated |
| £ | £ |
| Cash and cash equivalents | 3,382,512 | 796,453 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.10.24 | Cash flow | At 30.9.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 3,382,512 | (968,386 | ) | 2,414,126 |
| 3,382,512 | ( |
) | 2,414,126 |
| Debt |
| Debts falling due within 1 year | (3,000 | ) | 1,000 | (2,000 | ) |
| Debts falling due after 1 year | (2,000 | ) | 2,000 | - |
| (5,000 | ) | 3,000 | (2,000 | ) |
| Total | 3,377,512 | (965,386 | ) | 2,412,126 |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 1. | GENERAL INFORMATION |
| Warwick Acoustics Limited is a |
| The financial statements are presented in sterling which is the functional currency of the company and are rounded to the nearest £. |
| The financial statements cover the individual entity. |
| The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Significant judgements and estimates |
| In the application of the Company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below. |
| (i) Useful economic lives of property, plant and equipment |
| The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives of the assets. The useful economic lives are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. |
| The net book value of PPE as at 30 September 2025 being £1,816,414. |
| (ii) Useful economic lives of intangible assets |
| The annual amortisation charge for intangible assets is dependent on the estimated useful economic lives of the assets. The useful economic lives are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments and economic utilisation. |
| The net book value of Intangibles as at 30 September 2025 being £7,712,636. |
| (iii) Cost measurement of internally generated intangible assets |
| The capitalisation of internally generated development costs involves judgement, particularly in determining whether expenditure qualifies for capitalisation. Capitalised amounts primarily comprise employee payroll costs, based on management estimates of time spent on qualifying development activities. These estimates are subject to inherent uncertainty and form the basis for determining the carrying amount of intangible assets. |
| The net book value of Development costs within Intangibles as at 30 September 2025 being £7,194,801. |
| Revenue |
| Revenue 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 upon despatch of goods or on provision of services. |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. Intangible assets are amortised over their estimated useful life as follows: |
| Development costs | Amortised evenly over ten years |
| Patents and licences | Amortised evenly over ten years |
| Website | Amortised evenly over three years |
| Software and SAP implementation | Amortised evenly over three years |
| During the year to 30 September 2025 the company changed the method of amortising it's development costs and patents and licences from evenly over 20 years to evenly over 10 years as the directors decided this better reflects the useful economic lives of the intangible assets. The change in amortisation method is a change in accounting estimate and is accounted for in the period of change and in subsequent periods. This resulted in a charge to the Profit & Loss in the year of £1,971,364. The adjusted operating loss excludes this one-off adjustment. |
| Property, plant and equipment |
| Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is provided at the following annual rates in order to write off each asset over its expected useful life, as follows: |
| Leasehold improvements | Straight line over 36 - 120 months |
| Tooling | Straight line over 36 months |
| Plant and machinery | Straight line over 36 months |
| Fixtures and fittings | Straight line over 36 months |
| Computer equipment | Straight line over 36 months |
| The Directors have concluded that leasehold improvements acquired from the current year will be depreciated over 120 months, reflecting the 10 year lease term, with no change to the depreciation of existing assets. |
| At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in the income statement. |
| If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment is recognised immediately in the income statement. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost less impairment. |
| Inventories |
| Inventories are valued at the lower of cost and fair value less costs to complete and sell, after making due allowance for obsolete and slow moving items. Inventories are accounted for on a first-in-first-out basis. |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments. |
| Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, 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. |
| 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. |
| Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies 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 receipts discounted at a market rate of interest. |
| 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. Accounts 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 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. |
| Research and development |
| Research expenditure is written off to the income statement in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised and amortised over the period during which the company is expected to benefit. |
| 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. |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Share-based payment |
| The cost and corresponding increase in equity in respect of equity-settled share-based payment transactions with employees are measured by reference to the fair value of equity instruments issued at the date of grant. Amounts are expensed on a straight line basis over the vesting period based on the estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. The cost and fair value of the liability incurred in respect of cash-settled transactions is measured using an appropriate option pricing model with changes in fair value recognised in profit or loss for the period. |
| Going concern |
| The Directors have prepared and reviewed detailed financial forecasts for the Company and, in particular, considered the cash flow requirements for the period from the date of approval of these financial statements to the end of February 2027. These forecasts sit within the Group's latest estimate and within the longer-term financial plan, both of which are updated on a regular basis |
| The Directors remain mindful of the impact that the principal risks and uncertainties, set out by the Executive Directors in a submission to the Board in September 2025, may have on these estimates. In particular, they are aware that forecast revenue, to a significant extent, is reliant on the delivery of the Company’s first in-car system in early 2026. The Directors have been actively monitoring progress on this contract and are pleased to report that the Company has met the most recent project milestones and that the vehicle, including the Warwick Acoustics system, have passed all the necessary pre-production tests. At this late stage, there is no indication that the Company’s acoustic system will not be part of the vehicle launch in April 2026 and start of production in May 2026. In the increasingly unlikely event that the Company was not part of this vehicle launch, then this would create a material uncertainty and would likely have an impact on the ability of the Company to raise further funds. |
| The Company raised £6 million from current and existing investors in May 2025 to support working capital and its transition from a research and development organisation to one with a manufacturing focus. The Company maintains an active dialogue with the principal institutional investors in this round. Post year end the Company raised a further £0.9 million from an existing institutional investor and has commitments of £0.4m from other investors and the executive management. Whilst there are no legal commitments for current shareholders to invest further sums, discussions with the key institutional investors indicate that they remain very supportive of the Company and are pleased with the progress that it is making, especially towards the delivery of its first major automotive contract. |
| After due consideration of the forecasts prepared, the Group's current cash resources and its ability to potentially access additional debt and equity funds to further develop the business, the Directors consider that the Company will be able to secure adequate financial resources to continue in operational existence for the foreseeable future (being a period of at least 12 months from the date of this report), and for this reason the financial statements have been prepared on the going concern basis. |
| These financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern. |
| 3. | REVENUE |
| The revenue and loss before taxation are attributable to the one principal activity of the company. |
| An analysis of revenue by geographical market is given below: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| United Kingdom |
| Rest of World | 137,824 | 76,584 |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries | 3,413,764 | 2,928,839 |
| Social security costs | 409,565 | 327,414 |
| Other pension costs | 202,805 | 174,237 |
| 4,026,134 | 3,430,490 |
| An amount of £1,445,952 (2024: 2,045,541) of the above costs were capitalised as development costs and therefore are not reflected in the income statement. |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Directors | 6 | 6 |
| Engineering | 48 | 40 |
| Support | 6 | 6 |
| Commercial | 3 | 3 |
| 63 | 55 |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration | 509,550 | 479,835 |
| Directors' pension contributions to money purchase schemes | 25,661 | 23,575 |
| 535,211 | 503,140 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 3 | 3 |
| Information regarding the highest paid director is as follows: |
| 2025 | 2024 |
| £ | £ |
| Emoluments etc | 209,174 | 205,106 |
| Pension contributions to money purchase schemes | 16,400 | 15,200 |
| 224,814 | 237,157 |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Depreciation - owned assets |
| Patents and licences amortisation |
| Development costs amortisation |
| Computer software amortisation |
| Auditors' remuneration |
| Auditors' remuneration for non audit work |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Bank loan interest |
| Loan note interest |
| 7. | TAXATION |
| Analysis of the tax (credit)/charge |
| The tax (credit)/charge on the loss for the year was as follows: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Current tax: |
| UK corporation tax | ( |
) | ( |
) |
| Deferred tax | ( |
) |
| Tax on loss | ( |
) |
| Reconciliation of total tax (credit)/charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Loss before tax | ( |
) | ( |
) |
| Loss multiplied by the standard rate of corporation tax in the UK of |
( |
) |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) | ( |
) |
| Depreciation in excess of capital allowances |
| Development costs capitalised | (370,237 | ) | (494,087 | ) |
| R&D enhanced relief | (559,567 | ) | (574,520 | ) |
| Trading losses | 2,430,819 | 1,505,478 |
| R&D tax credit | (700,077 | ) | (619,792 | ) |
| Deferred tax | (75,247 | ) | 892,580 |
| Total tax (credit)/charge | (775,324 | ) | 272,788 |
| Tax effects relating to effects of other comprehensive income |
| 2025 |
| Gross | Tax | Net |
| £ | £ | £ |
| Share option reserve | - | 3,462 |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Share option reserve | ( |
) | - | (26,250 | ) |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 8. | PRIOR YEAR ADJUSTMENT |
| During the year, the Directors identified an error in the fair value previously used to measure share-based payment charges. The original valuation did not apply an appropriate option-pricing model. In accordance with FRS102, the fair value of the share options has been recalculated using the Black-Scholes valuation model. |
| This correction has been treated as a prior year adjustment. The restatement resulted in a reduction of the share option reserve by £450,757 and a corresponding increase in retained earnings of £450,757 for the year ended 30 September 2024. |
| 9. | INTANGIBLE FIXED ASSETS |
| Patents |
| and | Development | Computer |
| licences | costs | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 October 2024 |
| Additions |
| At 30 September 2025 |
| AMORTISATION |
| At 1 October 2024 |
| Amortisation for year |
| At 30 September 2025 |
| NET BOOK VALUE |
| At 30 September 2025 |
| At 30 September 2024 |
| 10. | PROPERTY, PLANT AND EQUIPMENT |
| Improvements | Fixtures |
| to | and |
| property | Tooling | fittings |
| £ | £ | £ |
| COST |
| At 1 October 2024 |
| Additions |
| At 30 September 2025 |
| DEPRECIATION |
| At 1 October 2024 |
| Charge for year |
| At 30 September 2025 |
| NET BOOK VALUE |
| At 30 September 2025 |
| At 30 September 2024 |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 10. | PROPERTY, PLANT AND EQUIPMENT - continued |
| Plant & | Computer |
| machinery | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 October 2024 |
| Additions |
| At 30 September 2025 |
| DEPRECIATION |
| At 1 October 2024 |
| Charge for year |
| At 30 September 2025 |
| NET BOOK VALUE |
| At 30 September 2025 |
| At 30 September 2024 |
| 11. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 October 2024 |
| and 30 September 2025 |
| NET BOOK VALUE |
| At 30 September 2025 |
| At 30 September 2024 |
| The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Registered office: Unit 3, Nw07 Mira Technology Park, Watling Street, Nuneaton, England, CV10 0TU |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Unit 3, Nw07 Mira Technology Park, Watling Street, Nuneaton, England, CV10 0TU |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Unit 3, Nw07 Mira Technology Park, Watling Street, Nuneaton, England, CV10 0TU |
| Nature of business: |
| % |
| Class of shares: | holding |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Registered office: Unit 3, Nw07 Mira Technology Park, Watling Street, Nuneaton, England, CV10 0TU |
| Nature of business: |
| % |
| Class of shares: | holding |
| 12. | INVENTORIES |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Raw materials |
| Work-in-progress |
| Finished goods |
| 13. | DEBTORS |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Other debtors |
| Tax |
| VAT |
| Accrued income |
| Prepayments |
| Amounts falling due after more than one year: |
| Other debtors | 400,518 | - |
| Aggregate amounts |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Bank loans and overdrafts (see note 16) |
| Trade creditors |
| Other taxes and social security |
| Other creditors |
| Deferred income |
| Accrued expenses |
| Included within deferred income is an amount of £14,300 which represents the capital contribution towards the 10 year lease of a premises which is being released to the income statement on a straight line basis. |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Bank loans (see note 16) |
| Deferred income |
| Included within deferred income is an amount of £117,975 which represents the capital contribution towards the 10 year lease of a premises which is being released to the income statement on a straight line basis. |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank loans |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years |
| 17. | FINANCIAL INSTRUMENTS |
| The company has no financial assets or financial liabilities measured at fair value through profit or loss. |
| The total interest income and interest expense for financial assets and financial liabilities that are not measured at fair value through the income statement was £101,804 (2024: £81,317) and £306 (2024: £13,407) respectively. |
| 18. | PROVISIONS FOR LIABILITIES |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 2,077,832 | 2,153,079 |
| Deferred |
| tax |
| £ |
| Balance at 1 October 2024 |
| Credit to Income Statement during year | ( |
) |
| Balance at 30 September 2025 |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 19. | CALLED UP SHARE CAPITAL |
| 2025 | 2024 |
| £ | £ |
| Allotted, called up and fully paid |
| 749,815,288 Ordinary of £0.0001 each | 74,982 | 74,982 |
| 4,185,799,159 C Ordinary of £0.001 each | 4,185,799 | 4,185,799 |
| 1,746,651,553 D Ordinary of £0.0001 each | 174,665 | 174,665 |
| 1,583,159,266 E Ordinary of £0.0001 each | 297,895 | 158,316 |
| 900,000,000 F1 Ordinary of £0.0001 each | 150,000 | 90,000 |
| 100,000,000 F2 Ordinary of £0.0001 each | 16,667 | 10,000 |
| 4,900,007 | 4,435,446 |
| During the year the company issued 1,395,789,994 E Ordinary £0.0001 shares with a total nominal value of £139,579. Total consideration of £4,187,370 was received, with associated costs of £94,573 which resulted in a share premium of £3,953,218. |
| During the year the company issued 600,000,000 F1 Ordinary £0.0001 shares with a total nominal value of £60,000. Total consideration of £1,800,000 was received, with associated costs of £40,654, which resulted in a share premium of £1,699,346. |
| During the year the company issued 66,666,664 F2 Ordinary £0.0001 shares with a total nominal value of £6,667. Total consideration of £200,000 was received, with associated costs of £4,517, which resulted in a share premium of £188,816. |
| 20. | RESERVES |
| Share |
| Retained | Share | option |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1 October 2024 | ( |
) | 7,781,718 |
| Deficit for the year | ( |
) | ( |
) |
| Share options vested |
| Cash share issue | - | 5,841,380 | - | 5,841,380 |
| At 30 September 2025 | ( |
) | 6,617,416 |
| 21. | PENSION COMMITMENTS |
| The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in independently administered funds. During the year contributions have been paid totalling £202,805 (2024: £174,237) and at the year end £16,570 (2024: £16,074) was outstanding. |
| 22. | CONTINGENT LIABILITIES |
| The company occupies premises under operating lease agreements, some of which include obligations to restore the property to its original condition upon lease expiry. At the reporting date, the company is unable to reliably estimate the costs that may be incurred to remove leasehold alterations due to the uncertainty surrounding the future condition of the premises and the scope of restoration required at the end of the lease term. As such, no provision has been recognised in the financial statements. The company will continue to monitor the condition of the leased properties and re-assess the obligation as the lease terms progress and more reliable information becomes available. |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 23. | OTHER FINANCIAL COMMITMENTS |
| The company has commitments due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year: | 475,425 | 311,876 |
| Within one to two years: | 671,681 | 86,033 |
| Within two to five years: | 1,335,060 | - |
| More than five years: | 3,560,160 | - |
| 6,052,466 | 397,909 |
| 24. | RELATED PARTY DISCLOSURES |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Management fees |
| Legal fees |
| Arrangement fees | 108,000 | - |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Other services |
| 25. | POST BALANCE SHEET EVENTS |
| On 5 February 2026, the Company raised £0.9 million (gross) through the subscription of 2,999,999,996 F Ordinary Shares at 0.003 pence per share. These funds raised will be principally used to fund the general working capital needs of the business. |
| Other than the above, no matter of circumstance has arisen since 30 September 2025 that has significantly affected, or may significantly affect the company's operations, the results of those operations, or the company's state of affairs in future financial years. |
| 26. | ULTIMATE CONTROLLING PARTY |
| There is no ultimate controlling party |
| WARWICK ACOUSTICS LIMITED (REGISTERED NUMBER: 04451674) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 27. | SHARE-BASED PAYMENT TRANSACTIONS |
| The Company operates both an approved EMI share option scheme and an unapproved share options scheme for the benefit of the employees and Directors of the Company. |
| On each date which falls exactly one or more months consecutively after the Vesting Commencement Date (the "Date") until the third anniversary of the Date, an equal proportion of the shares awarded vest. If an applicable exercise event occurs, then all remaining options to the extent they are unvested will automatically vest. In addition, if an applicable exercise event occurs, unallocated options up to 16.67 per cent of the issued share capital of the Company will be allocated to existing option holders in proportion to their holding and will automatically vest. Options expire when an employee ceases to be employed or contracted by the company unless the employee meets certain post-employment retention conditions or the Board, in its discretion, allows the employee to retain all or some of their options. All options expire 10 years after the date of grant. |
| The share-based payment expense for the financial year was recorded as £3,462 (2024: £26,250 credit). |
| The fair value of the options granted was calculated at £0.00005 using the Black Scholes option pricing model with the below inputs: |
Date granted | Fair value | Weighted average share price | Exercise price | Expected volatility | Risk-free interest rate | Vesting period |
| £ | £ | £ | years |
| 14/11/2024 | 0.00005 | 0.0001 | 0.0001 | 30% | 4.48% | 10 |
| 08/05/2025 | 0.00005 | 0.0001 | 0.0001 | 30% | 4.55% | 10 |
| The volatility was estimated based on the average volatility of companies with a similar profile listed on the Alternative Investment Market. Volatility sensitivities were performed and it was noted that changes in volatility of up to 20 percent did not have a material impact on the fair value calculation of the options. |
| The following table summarises the movements in share options during the year: |
| 2025 | 2024 |
No. of options | Weighted average exercise price | No. of options | Weighted average exercise price |
| Outstanding at beginning of year | 1,392,966,589 | 0.00081 | 1,181,131,324 | 0.00104 |
| Granted | 580,636,500 | 0.00010 | 564,544,090 | 0.00010 |
| Exercised | - | - | - | - |
| Forfeited | (74,284,641 | ) | 0.00100 | (352,708,825 | ) | 0.00050 |
| Outstanding at end of year | 1,899,318,448 | 0.00059 | 1,392,966,589 | 0.00081 |
| Exercisable at end of year | 1,204,817,396 | 0.00086 | 1,005,246,866 | 0.00106 |
| The weighted average exercise price at the end of the financial year was £0.00059 (2024: £0.00081), with the exercise prices ranging between £0.0001 and £0.0041. |
| The weighted average remaining contractual life of options outstanding at the end of the financial year was 7.77 years (2024: 6.86 years). |
| There is an indemnity in place between the Company and the option holders with respect to any tax or national insurance for which the Company may become liable for in the event an option is exercised. |