| REGISTERED NUMBER: |
| IRRESISTIBLE MATERIALS LTD |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED |
| 31 MARCH 2026 |
| REGISTERED NUMBER: |
| IRRESISTIBLE MATERIALS LTD |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED |
| 31 MARCH 2026 |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Balance Sheet | 4 |
| Notes to the Financial Statements | 5 |
| IRRESISTIBLE MATERIALS LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Ground Floor Cardigan House |
| Castle Court |
| Swansea Enterprise Park |
| Swansea |
| SA7 9LA |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| The directors present their report with the financial statements of the company for the year ended 31 March 2026. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 April 2025 to the date of this report. |
| Other changes in directors holding office are as follows: |
| GOING CONCERN |
| The directors have prepared these financial statements on a going concern basis, which assumes that the company will be able to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. |
| The company has historically been loss-making and has previously reported negative reserves and a net liability position. During the year ended 31 March 2026, the company strengthened its financial position through additional funding, resulting in an increase in share capital and share premium. This has significantly improved the company's liquidity and reduced the net liability position. |
| As at the year end, the company held cash balances of £1.44m (2025: £0.27m). The improved cash position has enabled the company to continue investing in its operations and to manage its liabilities more effectively. |
| Based on current forecasts and expenditure levels, the directors are satisfied that the company has sufficient financial resources to continue operating for the foreseeable future, and at least 12 months from the date of approval of these financial statements. |
| The directors are therefore confident that it remains appropriate to prepare the financial statements on a going concern basis. |
| 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. |
| The auditor, Bevan Buckland, previously traded through the legal entity Bevan Buckland LLP, following a restructure and regulatory changes, Bevan Buckland LLP ceased to hold an audit registration with the engagement transitioning to Bevan Buckland Audit Ltd. |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| AUDITORS |
| The auditors, Bevan Buckland Audit Ltd (Statutory Auditors), 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: |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| BALANCE SHEET |
| 31 MARCH 2026 |
| 2026 | 2025 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 4 |
| CURRENT ASSETS |
| Debtors | 5 |
| Investments | 6 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
8 |
| NET ASSETS/(LIABILITIES) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 10 |
| Share premium |
| Share options reserve |
| Retained earnings | ( |
) | ( |
) |
| ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 1. | STATUTORY INFORMATION |
| Irresistible Materials Ltd is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going Concern |
| The directors have prepared these financial statements on a going concern basis, which assumes that the company will be able to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. |
| The company has historically been loss-making and has previously reported negative reserves and a net liability position. During the year ended 31 March 2026, the company strengthened its financial position through additional funding, resulting in an increase in share capital and share premium. This has significantly improved the company's liquidity and reduced the net liability position. |
| As at the year end, the company held cash balances of £1.44m (2025: £0.27m). The improved cash position has enabled the company to continue investing in its operations and to manage its liabilities more effectively. |
| Based on current forecasts and expenditure levels, the directors are satisfied that the company has sufficient financial resources to continue operating for the foreseeable future, and at least 12 months from the date of approval of these financial statements. |
| The directors are therefore confident that it remains appropriate to prepare the financial statements on a going concern basis. |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 revenues 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: |
| Fair value of share options granted |
| Management has considered the fair value of the shares underlying options issued by the company and has applied the Black-Scholes model to estimate the fair value of those options at the grant date. This has involved making several assumptions about market and non-market conditions, including expected volatility, expected option life, risk-free interest rate and the fair value of the underlying shares. |
| In addition, management has made assumptions regarding the expected level of option take-up (forfeiture rates), reflecting the proportion of options expected to vest and ultimately be exercised. These assumptions are based on management's judgement, taking into account the size and stage of the business, expected employee turnover, and the uncertainty of future liquidity events. |
| Management is satisfied that the assumptions used are appropriate and that the resulting valuation is a reasonable estimate of the fair value of the share options at grant date. However, given the inherent uncertainty in these assumptions, particularly in relation to employee behaviour and future market conditions, the actual cost recognised may differ from these estimates. |
| Fair value of share-based payments |
| Management have considered the Fair Value of the share-based payment agreement with Nano-C and have apportioned the costs associated over the period of the agreement. The fair value is based on an assumption of the market value of the share price of the company. The management are satisfied that the market value used for this calculation is sufficient for the purposes of calculating the fair value and has been based on actual recent share transactions. |
| Fair value of convertible loan notes (converted during the year) |
| Convertible loan notes were recognised as financial liabilities in prior periods, with no separate equity component identified. |
| During the year, these instruments converted into equity instruments in accordance with their terms. On conversion, the carrying value of the loan notes was derecognised and equity was recognised based on the fair value of the shares issued at the date of conversion. |
| The fair value applied on conversion has been determined with reference to recent share transactions and reflects the terms of the conversion. |
| Management is satisfied that the assumptions used are appropriate and that the resulting valuation provides a reasonable estimate of the fair value of the equity instruments recognised. However, due to the inherent uncertainty in estimating fair values, particularly in relation to unquoted equity instruments, the actual outcome may differ from the amounts recognised in the financial statements. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Tangible fixed assets |
| Plant and Machinery | - |
| Fixtures and fittings | - |
| Computer equipment | - |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. |
| Financial assets |
| Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, 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. |
| Such assets are subsequently carried at amortised cost using the effective interest method. |
| 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. |
| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
| Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
| Financial liabilities |
| Basic financial liabilities, including trade and other payables, 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. |
| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
| Compound financial instruments |
| Convertible loan notes were recognised as financial liabilities in prior periods, with no separate equity component identified. |
| During the year, these instruments converted into equity instruments in accordance with their terms. On conversion, the carrying value of the loan notes was derecognised and equity was recognised based on the fair value of the shares issued at the date of conversion. |
| The fair value applied on conversion has been determined with reference to recent share transactions and reflects the terms of the conversion. |
| Management is satisfied that the assumptions used are appropriate and that the resulting valuation provides a reasonable estimate of the fair value of the equity instruments recognised. |
| However, due to the inherent uncertainty in estimating fair values, particularly in relation to unquoted equity instruments, the actual outcome may differ from the amounts recognised in the financial statements. |
| 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 balance sheet date. |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. Research and development tax credits are recognised on an accruals basis and are included as an income tax credit under current assets. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. |
| Assets held under finance leases are recognised as tangible fixed assets at the inception of the lease at the lower of their fair value and the present value of the minimum lease payments. A corresponding liability is recognised. |
| Lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the effective interest method. The finance charge is recognised in profit or loss over the lease term. |
| Assets held under finance leases are depreciated over the shorter of the lease term and their useful economic lives. |
| Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the lease term. |
| 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. |
| Grant income |
| Grants relating to specific capital expenditure are treated as deferred income which is then credited to the profit and loss account over the related asset's life. Revenue grants are credited to the profit and loss account in the same period as the expenditure to which they relate. |
| Debtors |
| Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due. |
| Cash at bank and in hand |
| Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. |
| Creditors and provisions |
| Creditors and provisions are recognised where the company has a present obligation (legal and constructive) resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due. |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Share options |
| The company has issued share options to directors, consultants and employees. Share options granted are accounted for in accordance with FRS 102 Section 26 share-based payment. |
| All share options granted are equity-settled transactions. The fair value of options granted is measured at the grant date using an appropriate option pricing model and is not subsequently remeasured. |
| For options issued prior to the date of transition to FRS 102, the company has applied the exemption under Section 35 and has not recognised the fair value of those options in the financial statements. |
| Details of all active share option schemes are disclosed in the notes to the financial statements. |
| The Company assesses at each reporting date the number of options expected to vest, taking into account expected forfeitures, including employee turnover and other non-market vesting conditions. Any revisions to these estimates are recognised in the income statement over the remaining vesting period. |
| Share based payments |
| The cost of equity-settled share-based payment transactions is measured by reference to the fair value of the equity instruments at the grant date. |
| The fair value is recognised as an expense over the vesting period, based on the company’s estimate of the number of instruments expected to vest, with a corresponding credit to equity (share option reserve). |
| At each reporting date, the company revises its estimate of the number of equity instruments expected to vest. |
| The impact of any revision is recognised in profit or loss, with a corresponding adjustment to equity. |
| This may result in a credit to profit or loss where previous estimates are reduced. |
| Convertible Loan Notes |
| Convertible loan notes are classified as debt instruments and are recognised at each financial year end date at their fair value. The movement on this fair value each year is recognised through the profit and loss account. |
| Patent costs |
| Patent costs are written off to the profit and loss in the year the expenditure is incurred. |
| Employee benefits |
| The company provides a range of benefits to employees, including paid holiday arrangements and defined contribution pension plans. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Plant and | and | Computer |
| Machinery | fittings | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 April 2025 |
| Additions |
| At 31 March 2026 |
| DEPRECIATION |
| At 1 April 2025 |
| Charge for year |
| At 31 March 2026 |
| NET BOOK VALUE |
| At 31 March 2026 |
| At 31 March 2025 |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 4. | TANGIBLE FIXED ASSETS - continued |
| Included within Plant and Machinery is a machine bought in collaboration with the University of Birmingham. The cost of £30,000 represents the amount contributed by Irresistible Materials Ltd The total value of the machine was £90,000 with the remainder (£60,000) being contributed by the University of Birmingham. |
| 5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2026 | 2025 |
| £ | £ |
| Other debtors |
| 6. | CURRENT ASSET INVESTMENTS |
| 2026 | 2025 |
| £ | £ |
| Fixed term bonds |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2026 | 2025 |
| £ | £ |
| Hire purchase contracts (see note 9) |
| Trade creditors |
| Taxation and social security |
| Other creditors |
| At the year end there is a creditor balance of £302,931 (2025; £1,338,626) due to IMEC, which is relating to membership fees. This balance is due to be settled in the next year. |
| At the previous year end, there is a creditor balance of £111,653 due to Nano-C, relating to outstanding Strategic Alliance Agreement fees. This balance was settled in the reporting period. |
| Included in other creditors, at the previous year end, is convertible debt of £4,296,122, which is measured at cost. This debt was converted in the reporting period. |
| 8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2026 | 2025 |
| £ | £ |
| Hire purchase contracts (see note 9) |
| Other creditors |
| 9. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Hire purchase |
| contracts |
| 2026 | 2025 |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Non-cancellable |
| operating leases |
| 2026 | 2025 |
| £ | £ |
| Within one year |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2026 | 2025 |
| Value: | £ | £ |
| 500,011 | Ordinary | £0.0001 | 51 | 51 |
| 495,378 | Preferred A | £0.0001 | 49 |
| 750 | Growth | £0.0001 | - | - |
| 1 | E Share | £10.0000 | 10 | 10 |
| During the year a total of 495,378 new shares of preference A shares were issued as part of the conversion of loan notes held. |
| Further disclosures surrounding share capital and share based payments are included in the related party disclosures. |
| 11. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was qualified on the following basis: |
| Basis for qualified opinion |
| As stated in the auditor’s report for the year ended 31 March 2025, we were unable to obtain sufficient appropriate audit evidence regarding the accounting treatment and valuation of the convertible loan notes and the valuation of share-based payment arrangements, including share options recognised during that year. Consequently, we were unable to determine whether any adjustments were necessary to the opening balances as at 1 April 2025. |
| During the year ended 31 March 2026, the convertible loan notes were converted into equity. We have been able to obtain sufficient appropriate audit evidence in respect of the accounting treatment and valuation of this transaction in the current year. In addition, we have obtained sufficient appropriate audit evidence supporting the fair value of share options granted during the current year. |
| However, due to the significance of the matters described above in relation to the prior year, we have been unable to determine whether any adjustments to the opening equity balances at 1 April 2025 would have been necessary. Accordingly, our opinion on the financial statements for the year ended 31 March 2026 is qualified in respect of the possible effects of these matters on the comparability of the current year and corresponding figures. |
| 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 Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements applicable to our audit and 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. |
| for and on behalf of |
| 12. | RELATED PARTY DISCLOSURES |
| The Strategic Alliance Agreement with Nano-C, Inc. terminated in December 2024. Accordingly, there were no transactions in the current financial year relating to this agreement. |
| During the year, Nano-C, Inc. provided services to the Company in the ordinary course of business, primarily in relation to materials and research activities consistent with the Company's research and development focus. The fair value of services provided from 1 April 2025 to 31 March 2026 was $179,805.62 (approximately £142,000). |
| During the year, the Company issued £143,927 of convertible loan notes to various shareholders. In addition, £4,440,049 of existing convertible loan notes were converted into equity following a significant investment completed in October 2025. All conversions were undertaken in accordance with the terms of the original agreements. No other loan notes were issued during the year. |
| During the year, the Company engaged an entity controlled by a director to provide consultancy services. Fees of £166,549 (2025: £75,223) were charged in respect of services provided during the year. |
| All transactions were conducted on normal commercial terms and at arm's length. No other related party transactions occurred during the year. |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 13. | ULTIMATE CONTROLLING PARTY |
| During the year a change in the ultimate controlling party occurred as a result of shareholding. During the previous year there was no ultimate controlling party . The controlling party by virtue of shareholding is Tokyo Ohka Kogyo Co.Ltd as at 31 October 2025. |
| IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2026 |
| 14. | SHARE-BASED PAYMENT TRANSACTIONS |
| Share Options |
| The Company has issued various share options agreements both historically and during the year, a summary of the main terms of these share options are listed below: |
Grant date | No of shares | Exercise price | Vesting conditions |
| 01/07/2011 | 1,500 | £6 | 12 months service from grant date |
| 01/07/2011 | 1,200 | £6 | 9 months service from grant date |
| 01/07/2011 | 600 | £6 | 8 months service from grant date |
| 01/01/2012 | 1,800 | £6 | 4 months service from grant date |
| 01/07/2012 | 600 | £6 | 6 months service from grant date |
| 27/02/2012 | 600 | £6 | 8 months service from grant date |
| 27/02/2013 | 2,400 | £7 | 24 months service from grant date |
| 27/02/2013 | 600 | £7 | 12 months service from grant date |
| 27/02/2013 | 1,800 | £7 | 18 months service from grant date |
| 27/02/2013 | 600 | £7 | 12 months service from grant date |
| 01/12/2013 | 2,400 | £7 | 12 months service from grant date |
| 08/05/2014 | 500 | £7 | 10 months service from grant date |
| 10/06/2015 | 4,500 | £7 | 12 months service from grant date |
| The above share options have not been brought into the financial statements at fair value due to the Company taking exemption on transition as per Section 35 of FRS 102. The option will lapse and cease to be exercisable at the earlier of; 10 years from anniversary of grant date if still employed or 5 years from anniversary of grant date if no longer employed. |
Grant date | No of shares | Exercise price | Vesting conditions |
| 01/10/2016 | 1,000 | £7 | 12 months service from grant date |
| 01/04/2017 | 600 | £7 | 12 months service from grant date |
| 01/04/2019 | 34,574 | £7 | A mixture of period of employment and milestones being met |
| 01/04/2019 | 2,500 | £7 | 1/12th vesting each quarter of service from grant date |
| 16/09/2019 | 13,747 | £7 | 1/12th vesting each quarter of service from grant date |
| 01/07/2020 | 6,965 | £7 | 1/12th vesting each quarter of service from grant date |
| 01/09/2020 | 17,100 | £7 | 1/10th vesting each quarter of service from grant date |
| 04/08/2021 | 1,600 | £7 | 1/10th vesting each quarter of service from grant date |
| 11/01/2025 | 55,692 | £7 | A mixture of period of employment and milestones being met |
| 23/05/2025 | 28,580 | £7 | 1/10th vesting each quarter of service from grant date |
| 23/10/2025 | 33,500 | £7 | 1/10th vesting each quarter of service from grant date |
| 15/03/2026 | 15,750 | £7 | 1/10th vesting each quarter of service from grant date |
| 16/03/2026 | 2,250 | £7 | 1/10th vesting each quarter of service from grant date |
| 17/03/2026 | 1,000 | £7 | 1/10th vesting each quarter of service from grant date |
| 24/03/2026 | 1,250 | £7 | 1/10th vesting each quarter of service from grant date |
| 25/03/2026 | 3,750 | £7 | 1/10th vesting each quarter of service from grant date |
| The amount recognised in profit or loss during the year in respect of share-based payment arrangements is a net credit of £606,409 (2025: expense of £235,361). This reflects both the charge for options granted and vesting during the year and a reduction in previously recognised expense following a reassessment of the likelihood of options vesting and being exercised. |
| Under FRS 102, the Company recognises the cost of equity-settled share-based payments over the vesting period based on the best estimate of the number of instruments expected to vest. During the year, management reassessed this estimate and concluded that a significantly lower proportion of options are expected to be exercised. As a result, the cumulative charge previously recognised has been reduced, giving rise to a credit to the profit and loss account. |
| A share option reserve has been recognised within equity to reflect cumulative amounts recognised. This reserve has been reduced in line with the revised estimate of expected vesting outcomes. |
| The Company is unable to directly measure the fair value of employee services received. Accordingly, the fair value of share options granted is determined at grant date using an appropriate option pricing model (Black-Scholes), and is not subsequently remeasured. |
| There is also a share option pool of 32,234 shares which have not yet been allocated. |