Breathe Battery Technologies Limited

	Page
Balance Sheet	1—2
Statement of Changes in Equity	3
Notes to the Financial Statements	4—10

	Share Capital	Share Premium	Other reserves	Profit and Loss Account	Total
	£	£	£	£	£
As at 1 June 2024	171	10,066,503	87,538	(6,137,943 )	4,016,269
Loss for the year and total comprehensive income	-	-	-	(8,544,419 )	(8,544,419)

Arising on shares issued during the period	77	18,956,803	-	-	18,956,880
Movements in other reserves	-	-	30,927	-	30,927

As at 31 May 2025 and 1 June 2025	248	29,023,306	118,465	(14,682,362 )	14,459,657


Loss for the period and total comprehensive income	-	-	-	(4,816,010 )	(4,816,010)

Arising on shares issued during the period	-	1,005	-	-	1,005
Movements in other reserves	-	-	26,179	-	26,179

As at 31 December 2025	248	29,024,311	144,644	(19,498,372 )	9,670,831

1. General Information

Breathe Battery Technologies Limited is a private company, limited by shares, incorporated in England & Wales, registered number 11997339 . The registered office is Office 7 35-37 Ludgate Hill, London, EC4M 7JN.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

The financial statements are presented for the 7 month period ended 31 December 2025. The reporting period was reduced in order that the company’s accounting period presented is of more use to stakeholders.

2.2. Going Concern Disclosure

The directors have assessed the company's ability to continue as a going concern. The company is in a planned investment phase, with historical operating losses reflecting continued expenditure on research and development, commercial infrastructure, and headcount to support scale-up of its products. The directors have taken into account committed revenues from contracted royalties and purchase orders, the continued support of the company's existing investor base, ongoing discussions with prospective new investors, and cost reduction measures available should revenues or funding not materialise as planned.

The directors are satisfied that it remains appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result from this basis being inappropriate.

2.3. Significant judgements and estimations

In preparing the financial statements, the directors are required to make judgements, estimates and assumptions that affect the application of the company’s accounting policies and the amounts recognised in the financial statements. These are reviewed on an ongoing basis and are based on historical experience, current information and other factors considered relevant at the reporting date.

The directors consider the key areas of judgement and estimation uncertainty to be the assessment of going concern, the useful economic lives and recoverability of tangible fixed assets, the recoverability of trade and other debtors, revenue recognition in respect of service contracts, the valuation of share-based payments and the recognition and measurement of deferred tax.

The company is loss-making but has significant cash resources at the balance sheet date. The directors have therefore assessed the company’s cash runway, forecast expenditure and future funding requirements in concluding that the going concern basis remains appropriate.

Tangible fixed assets are depreciated over their estimated useful economic lives and reviewed for impairment where indicators exist. This requires judgement over the period over which the assets are expected to generate economic benefit and whether their carrying value remains recoverable.

The recoverability of debtors is assessed by reference to aged balances, post year end receipts, correspondence and any known disputes. Revenue from service contracts is recognised by reference to the stage of completion where applicable, which requires judgement over work performed and amounts recoverable.

The fair value of share options is estimated using the Black-Scholes model, which requires assumptions including expected volatility, expected life, risk-free rate, dividend yield and expected vesting. Deferred tax is recognised on timing differences, with judgement required over the timing of reversal and whether future taxable profits support recognition of any deferred tax asset.

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Breathe Battery Technologies Limited

Notes to the Financial Statements (continued)

For the Period 1 June 2025 to 31 December 2025

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

Grant income

Grant income is recognised in income over the period necessary to match it with the related costs for which the grant is intended to compensate. Grants receivable as compensation for expenses already incurred, or for the purpose of giving immediate financial support with no future related costs, are recognised in income in the period in which they become receivable.

Research and development tax credits

Research and development tax credits are recognised when there is reasonable assurance that the credit will be received and that the Company will comply with all attached conditions.

Amounts receivable in respect of research and development expenditure credits and similar incentives are recognised in the profit and loss account on an accruals basis and matched to the related expenditure to which they relate.

Where the credit relates to revenue expenditure, the amount is recognised within other operating income.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold	8 years Straight Line
Plant & Machinery	8 years Straight Line

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 date fixed assets are reviewed for impairment where events or changes in circumstances indicate that the carrying value may not be recoverable. Where indicators of impairment exist, the assets are tested for impairment in accordance with Section 27 of FRS 102.

An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use. Impairment losses are recognised in the profit and loss account.

2.6. Leasing and Hire Purchase Contracts

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

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Breathe Battery Technologies Limited

Notes to the Financial Statements (continued)

For the Period 1 June 2025 to 31 December 2025

2.7. Financial Instruments

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

Basic financial assets, which include trade debtors, amounts with group undertakings, 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.

Classification of financial liabilities

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

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.

2.8. Foreign Currencies

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2.9. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the period, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

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Breathe Battery Technologies Limited

Notes to the Financial Statements (continued)

For the Period 1 June 2025 to 31 December 2025

2.10. Research and Development

The company is involved in research and development activities primarily aimed at advancing its technology around

batteries. Consistent with FRS102, the Company recognises all research and development expenditures as expenses in

the profit and loss account when incurred. During the reporting period, the Company continued to invest in R&D

activities.

2.11. Share-Based Payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting

condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, the profit and loss account is charged with the fair value of goods and services received.

Initial Measurement: The fair value of equity-settled share-based payments is measured at the grant date. This fair value is determined using the Black-Scholes model, which takes into account the terms and conditions upon which the instruments were granted.

Subsequent Measurement: The cost of equity-settled transactions is recognised over the vesting period, based on the number of awards expected to vest. The vesting period is the period during which all the specified vesting conditions must be satisfied.

Adjustments for Non-Market Vesting Conditions: At each reporting date, the entity revises its estimates of the number of equity instruments expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

2.12. Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense in the period in which the employees render their service.

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

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Breathe Battery Technologies Limited

Notes to the Financial Statements (continued)

For the Period 1 June 2025 to 31 December 2025

3. Average Number of Employees

Average number of employees, including directors, during the period was: 62 (2025: 61)

4. Tangible assets

	Land & Property
	Leasehold	Plant & Machinery	Total
	£	£	£
Cost
As at 1 June 2025	789,164	4,715,541	5,504,705
Additions	-	11,677	11,677

As at 31 December 2025	789,164	4,727,218	5,516,382

Depreciation
As at 1 June 2025	175,104	732,736	907,840
Provided during the period	25,125	349,161	374,286

As at 31 December 2025	200,229	1,081,897	1,282,126

Net Book Value
As at 31 December 2025	588,935	3,645,321	4,234,256

As at 1 June 2025	614,060	3,982,805	4,596,865

5. Debtors

	31 December 2025	31 May 2025
	£	£
Due within one year
Trade debtors	550,680	12,815
Other debtors	630,944	1,074,957

	1,181,624	1,087,772

6. Creditors: Amounts Falling Due Within One Year

	31 December 2025	31 May 2025
	£	£
Trade creditors	185,030	435,975
Corporation tax	(53 )	(53 )
Other taxes and social security	173,702	231,578
Other creditors	3,838	270
Accruals	136,273	131,509
Deferred income	70,511	-

	569,301	799,279

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Breathe Battery Technologies Limited

Notes to the Financial Statements (continued)

For the Period 1 June 2025 to 31 December 2025

7. Creditors: Amounts Falling Due After More Than One Year

	31 December 2025	31 May 2025
	£	£
Other creditors	71,600	-

8. Share Capital

	31 December 2025	31 May 2025
	£	£
Allotted, Called up and fully paid	248	248

The agrregate share capital is broken down into the following share classes where each share has a nominal value of £0.000001:

Ordinary Shares - 113,327,378 shares - £113.33

Ordinary B Shares - 940,254 shares - £0.94

Series A1 Shares - 35,965.967 shares - £35.97

Series A2 Shares - 22,089,981 shares - £22.09

Series B1 Shares - 63,849,193 shares - £63.85

Series B2 Shares - 11,398,176 shares - £11.40

Total Share Capital - 247,570,949 shares - £247.57

9. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	31 December 2025	31 May 2025
	£	£
Not later than one year	366,785	231,615
Later than one year and not later than five years	427,103	107,173

	793,888	338,788

The operating lease payments include two leasehold properties.

10. Pension Commitments

The company operates a defined contribution pension scheme for employees of the company. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date unpaid contributions of £270.37 were due to the fund. They are included in Other Creditors.

11. Ultimate Controlling Party

The Company is owned by a number of shareholders, none of whom individually or collectively exercises ultimate control over the Company. Accordingly, the Directors consider that there is no ultimate controlling party of the Company.

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Breathe Battery Technologies Limited

Notes to the Financial Statements (continued)

For the Period 1 June 2025 to 31 December 2025

12. Share Based Payments

During the year ended 31 December 2025, the company continued to operate its EMI share option scheme.

At the start of the year, 12.4 million options were outstanding.

A further 3.9 million options were granted during the year under the Series A pool.

1.3 million options lapsed or were exercised, leaving 15 million options outstanding at the year end.

The options generally vest over four years, subject to continued employment, and are exercisable at prices of either £0.0335, £0.0391 or £0.0491 per share depending on the grant.

The fair value of options at grant date ranged from £0.0168 to £0.0219 per share, determined using the Black-Scholes model.

The total expense recognised in profit or loss for the year in respect of these options was £26,178 (prior year: £30,927).

The company applies the disclosure exemptions available under FRS 102 Section 1A. Given that share-based payments are not material to the financial statements, no further detailed disclosures are provided.

13. Audit Information

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 audit report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its loss for the year then ended;
Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
Have been prepared in accordance with the requirements of the Companies Act 2006.

The auditor's report was signed by Joanna Lovatt (Senior Statutory Auditor) for and on behalf of Rouse Audit LLP , Statutory Auditor.

Rouse Audit LLP

55 Station Road

Beaconsfield

Buckinghamshire

HP9 1QL

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		31 December 2025		31 May 2025
	Notes	£	£	£	£
FIXED ASSETS
Tangible assets	4		4,234,256		4,596,865

			4,234,256		4,596,865
CURRENT ASSETS
Debtors	5	1,181,624		1,087,772
Cash at bank and in hand		5,954,416		10,723,515

		7,136,040		11,811,287
Creditors: Amounts Falling Due Within One Year	6	(569,301 )		(799,279 )

NET CURRENT ASSETS (LIABILITIES)			6,566,739		11,012,008

TOTAL ASSETS LESS CURRENT LIABILITIES			10,800,995		15,608,873

Creditors: Amounts Falling Due After More Than One Year	7		(71,600 )		-

PROVISIONS FOR LIABILITIES
Deferred taxation			(1,058,564 )		(1,149,216 )

NET ASSETS			9,670,831		14,459,657

CAPITAL AND RESERVES
Called up share capital	8		248		248
Share premium account			29,024,311		29,023,306
Other reserves			144,644		118,465
Profit and Loss Account			(19,498,372 )		(14,682,362 )

SHAREHOLDERS' FUNDS			9,670,831		14,459,657