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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

AirEx Technologies Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Sustainable Workspaces, County Hall, 5th Floor, Belvedere Road, London, UK, SE1 7PB.

The financial statements for the comparative period were for a period not equal to one year due to amending the company's financial year end. The comparative figures and notes are therefore not entirely comparable.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

After reviewing the Company’s forecasts and projections, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.true

Key to the Directors’ assessment is the following information which was available to them as at the date of approval of the financial statements:

1. Current funds

Following the balance sheet date, no additional equity funding was raised. As at the signature date, the Company held cash and cash equivalents of approximately £1.0m, and significant inventory reserves valued at £1.7m. During 2025, the Company raised £2.1m in equity and matched grant funding from existing and new investors, demonstrating the depth of support for the Company.

2. Additional funding

The Company continues to have access to an Innovate loan facility of £923,255, which has now been fully drawn down. The loan is repayable over 48 months from the beginning of the repayment period (October 2026).

Within the agreement there is a debt service covenant that the company may not meet. However, the directors are satisfied that the company will be able to renegotiate the covenant position and that the loan amounts will not be called in early.

3. Income

The Company experienced revenue shortfalls during FY25 primarily due to a period of policy uncertainty within the retrofit sector impacting key customers; however, market conditions have since stabilised following the launch of the Warm Homes Plan, supporting management’s positive outlook for future performance. During the period January to April 2026 the Company had already surpassed total revenue for FY25. The Company also has a developing pipeline of projects with forecasted revenue of approximately £3.3m over the next 12 months.

Resulting cash-flow forecasts

The Directors review detailed cash-flow forecasts for the Company on a monthly basis. These forecasts indicate that the funds currently available are sufficient to support the Company through to forecast profitability in 2027. Forecast profitability is expected to be primarily driven by the Company developing its foothold within the UK market where its product has received regulatory approval across a number of measures, including certification by the British Board of Agrément..

The Company therefore continues to adopt the going concern basis in preparing its financial statements.

Revenue from the sale of air bricks is recognised at the point of dispatch from the company warehouse.

Income from the receipt of grants is recognised on an accruals basis to the period in which it relates once the entity has satisfied the terms of the grants offered.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an arms length valuation. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The fair value of share options, used for the calculation of the share based payments, is assessed via reference to the most recent open market transaction in the entity's share capital net of exercise price.

The above exceptional item is in relation to the cumulative impact of the fair value of share options issued to employees in multiple years since incorporation. See note 10 for full detail.

In the current year this has been treated as an admin expense as this is deemed to be a recurring cost to the business.

The average monthly number of persons employed by the company during the year was:

Bank Loan Payable relates to a Barclays Bounce Back Loan taken out on 11 June 2020. Interest is charged at a fixed rate of 2.5% per annum on the outstanding balance, with the interest in the first 12 months being paid by the UK government. The principal is then repaid over the 60 months from 11 June 2021 to 10 June 2026 in equal instalments of £833 per month, with the first payment being made on 10 July 2021. The loan will be fully repaid on 10 June 2026.

Included within bank loan and overdrafts is a loan from Innovate UK Loans Limited which contains a fixed charge, a negative pledge and a floating charge covering all of the property or undertaking of the company.

Interest is charged at a fixed rate of 7.4% per annum on the amounts drawn down. The principal is to be repaid within 48 months from and including the first day of the repayment period.

AirEx Technologies Ltd has a share option scheme which employees participate in. The scheme is an Enterprise Management Incentive plan approved by HMRC.

No share options were granted in the period ended 31 December 2025, with 16,120 share options being granted in the previous year. 1,479 share options were forfeited and 521 share options were exercised in the period and therefore 79,309 share options remain outstanding at the end of the current period. The shares have been valued on a fair value basis at the date of grant, considering the service conditions of option holders.

The vesting period of the share options was between 3 and 4 years.

The options are valued based on a method approved by HMRC.

During the period, the company recognised total share-based payment expenses of £321,692 (2024 - £370,952) which related to equity settled share based payment transactions.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is qualified and includes the following:

Basis for qualified opinion

During the previous years, the auditors were unable to satisfy themselves by alternative means concerning the inventory quantities held at 30 September 2023 and 30 September 2022, which are included in the balance sheet respectively at £623,643 and £49,074, by using other audit procedures. This was due to the fact that the auditors were not appointed until after 30 September 2023, thus did not observe the counting of physical inventories at the year end and at prior year end. Consequently we were unable to determine whether any adjustment was necessary to these amounts and the related components of the profit and loss.

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 that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

During the current year it was identified that there was a share split that had occurred historically that had incorrectly not been recognised within the exercise price of existing share options. As a result, the financial statements have been restated to reflect this. See note 13 for full detail.

Our opinion is unmodified in respect of this matter.

In respect solely of the limitations on our work relating to stock, described 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 had been maintained.

During the period, the company incurred costs of £148,580 (2024: £181,245) and was owed £6,760 (2024: £5,295) from related entities.

During the year, it was identified that following share split in 2018, that there should have been a significant reduction in the exercise price of the employee share options in existence at the date of this transaction. The options fully vested by 2023 and therefore the full impacts of the increase in the share based payment expense has been recognised as a prior period adjustment. These options are yet to be exercised and are included within the total options in Note 10 of the financial statements.