Company registration number 04258410 (England and Wales)
INFINITESIMA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
INFINITESIMA LIMITED
COMPANY INFORMATION
Directors
A Dixon
A Humphris
P Jenkins
O Donzella
(Appointed 1 November 2025)
Company number
04258410
Registered office
1 Hitching Court
Blacklands Way
Abingdon
Oxfordshire
OX14 1RG
Auditor
Gravita Audit Oxford LLP
First Floor, Park Central
40-41 Park End Street
Oxford
OX1 1JD
INFINITESIMA LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Profit and loss account
10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 32
INFINITESIMA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -
Introduction

The directors present the Strategic Report of Infinitesima Limited (the “Company”) for the year ended 30 September 2025. This report provides a balanced and comprehensive analysis of the Company’s development, performance, position, strategy and principal risks and uncertainties.

Principal activities and business overview

Infinitesima Limited is a UK‑based technology company operating in the semiconductor industry. The Company’s principal activity is the development, manufacture and early commercialisation of atomic‑precision three‑dimensional metrology technology for use in advanced semiconductor fabrication.

Strategy and objectives

The Company’s strategy is to establish a differentiated position in the global semiconductor metrology market through proprietary technology and deep technical expertise.

Key strategic objectives are to:

- invest in targeted research and development activity to meet the needs of future technological requirements in the semiconductor fabrication process;

- deliver defined technical milestones demonstrating performance, reliability and repeatability of the core technology;

- secure early customer adoption within leading semiconductor markets;

- progressively build recurring and scalable revenue streams; and

- ensure adequate funding to support development and commercial scale‑up.

The directors consider successful execution of these objectives to be fundamental to the Company’s long‑term value creation.

Business model

The Company’s business model combines long‑term technology development with early commercial engagement.

The business:

- invests in research and development, supported by specialist engineering teams;

- designs and manufactures highly specialised metrology hardware;

- generates revenue primarily through product sales to early customers, complemented by service and support income; and

- relies on funding to support development activities ahead of sustained profitability.

Due to the technical complexity of the product and the long adoption cycles within the semiconductor industry, revenue growth is expected to lag development expenditure in the near to medium term.

Review of performance

During the year ended 30 September 2025, the Company generated turnover of £2.3m (2024: £0.6m), reflecting progress in commercial activity and initial customer deliveries.

The Company reported an operating loss of £9.8m (2024 restated: £7.5m) and a loss for the year of £8.7m (2024 restated: £6.6m). This increase in losses is consistent with the planned scale‑up of operations and reflects continued research and development expenditure and costs associated with early stage manufacturing.

Operating cash outflows of £6.4m (2024 restated: £7.4m) were incurred during the year. The directors consider this level of cash utilisation to be in line with expectations for a business of this nature and stage.

INFINITESIMA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -
Key performance indicators

The directors monitor a number of financial and non‑financial key performance indicators (“KPIs”) to assess progress against strategy, including:

- revenue growth from product and service sales;

- operating loss and cash burn rate;

- achievement of defined technical and commercial milestones; and

- growth and retention of key technical personnel.

Given the early stage of commercialisation, the directors consider non‑financial indicators, particularly technical delivery and customer engagement, to be as important as short‑term financial performance.

Financial position

At 30 September 2025, the Company held cash of £0.3m (2024: £1.3m) and reported net liabilities of £1.6m (2024 restated net assets of: £4.1m).

During the year, funding was raised through the issue of equity and convertible loan notes. Subsequent to the year end, a substantial equity fundraising was completed, significantly strengthening the Company’s liquidity and capital base. Details of this funding are set out in the notes to the financial statements.

Principal risks and uncertainties

The directors have identified the following principal risks and uncertainties:

Funding and going concern risk

The Company requires ongoing external funding to support its operations. Although significant financing was secured after the year end, future funding may be required, and there is a risk that such funding may not be available on acceptable terms or within required timescales.

Technology and development risk

The Company’s future prospects depend on achieving key technical milestones. There is an inherent risk of delays or unforeseen technical challenges in the development of advanced semiconductor metrology technology.

Commercial adoption risk

Customer adoption cycles in the semiconductor industry can be lengthy. There is a risk that commercial uptake may be slower than expected, delaying revenue growth.

Operational and scaling risk

As the Company expands, it must scale manufacturing capability, systems and internal controls effectively. Failure to do so could impact cost control, quality or delivery timelines.

Geopolitical and supply chain risk

The Company operates an international manufacturing and supply chain model and sells to customers across multiple jurisdictions. As a result, it is exposed to geopolitical risks including trade restrictions, export controls, sanctions, tariffs, changes in customs requirements, and political or economic instability in countries where key suppliers, manufacturing partners, or customers are located.

INFINITESIMA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -

Going concern

The financial statements have been prepared on a going concern basis. As described in note 1.2 to the financial statements, the Company has incurred recurring losses and remains reliant on external funding. However, significant post‑balance‑sheet investment has been secured, providing funding beyond the directors’ going concern assessment period.

Notwithstanding this funding, the directors acknowledge that material uncertainties exist which may cast significant doubt on the Company’s ability to continue as a going concern. The directors nevertheless consider the use of the going concern basis to be appropriate.

Employees and non‑financial matters

The Company’s success depends heavily on the skills and expertise of its employees. The average number of employees during the year was 76 (2024: 58), reflecting continued investment in engineering and operational capability.

The Company is committed to maintaining appropriate employment practices, fostering innovation, and operating responsibly as it grows. Given the nature and size of the business, the Company does not consider its activities to give rise to significant environmental or human rights risks.

Events after the reporting date

In December 2025, the Company raised significant equity funding from new and existing investors, including the conversion of existing loan notes and advance subscriptions. This funding supports the Company’s continued development and commercialisation plans. Further details are provided in the notes to the financial statements.

Future outlook

The directors remain focused on delivering technical milestones, expanding early commercial deployments and managing cash resources carefully. While uncertainty remains inherent given the Company’s stage of development, the directors believe that the Company is well positioned to progress towards wider commercial adoption of its technology.

On behalf of the board

P Jenkins
Director
18 August 2026
INFINITESIMA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Directors

The directors who held office during the year and up to the date of approval of the financial statements were as follows:

N Atherton
(Resigned 16 December 2025)
J Bang
(Resigned 16 December 2025)
G Davies
(Resigned 16 December 2025)
A Dixon
A Humphris
P Jenkins
T Kim
(Resigned 16 December 2025)
R Tombs
(Resigned 16 December 2025)
R Kim
(Appointed 10 June 2025 and resigned 16 December 2025)
O Donzella
(Appointed 1 November 2025)
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern. This is detailed in the accounting policies note 1.2.

On behalf of the board
P Jenkins
Director
18 August 2026
INFINITESIMA LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 5 -

The directors are responsible for preparing the annual report 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; and

- 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.

INFINITESIMA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INFINITESIMA LIMITED
- 6 -

Qualified opinion on financial statements

We have audited the financial statements of Infinitesima Limited (the 'company') for the year ended 30 September 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006..

Basis for qualified opinion

We were not appointed as auditors for the company until August 2025, after the company's comparative period end. We were not able to observe the counting of physical inventories as at 30 September 2024. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 30 September 2024, which are included in the balance sheet at £3,283,180, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount as at 30 September 2024 was necessary or whether there was any consequential effect on the cost of sales for the year ended 30 September 2025.

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 qualified opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1.2 in the financial statements, which indicates that the company needs to secure additional funding within 12 months from the date of approval of the financial statements and has incurred a net loss during the year ended 30 September 2025. As stated in Note 1.2, these events or conditions, along with other matters as set forth in Note 1.2, 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.

INFINITESIMA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INFINITESIMA LIMITED (CONTINUED)
- 7 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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 course of 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 stock quantities and valuation of £3,283,180 held at 30 September 2024. We have concluded that where the other information refers to the stock balance or related balances such as cost of sales or operating profit, it may be materially misstated for the same reasons.

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, i n our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport 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

In respect solely of the limitation 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.

Except for the matter described in the basis for qualified opinion section of our report, i n the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and the directors' r eport.

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

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 is 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.

INFINITESIMA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INFINITESIMA LIMITED (CONTINUED)
- 8 -
Auditor's 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 an auditor's report 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.

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our knowledge and experience;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where applicable; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

INFINITESIMA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INFINITESIMA LIMITED (CONTINUED)
- 9 -

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

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

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

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

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

- reviewing relevant correspondence.

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

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

The financial statements for Infinitesima Limited for the year ended 30 September 2024, were unaudited.

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 an auditor's report 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.

Katherine Wilkes BSc FCA (Senior Statutory Auditor)
For and on behalf of Gravita Audit Oxford LLP, Statutory Auditor
Chartered Accountants
First Floor, Park Central
40-41 Park End Street
Oxford
OX1 1JD
18 August 2026
INFINITESIMA LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 10 -
2025
2024
as restated
Unaudited
Notes
£
£
Turnover
3
2,286,632
601,976
Cost of sales
(1,439,607)
(536,263)
Gross profit
847,025
65,713
Distribution costs
(6,152,332)
(4,382,659)
Administrative expenses
(4,492,302)
(3,218,118)
Other operating income
-
0
63,911
Operating loss
5
(9,797,609)
(7,471,153)
Interest receivable and similar income
3,772
126,769
Interest payable and similar expenses
(152,167)
(105,728)
Loss before taxation
(9,946,004)
(7,450,112)
Tax on loss
8
1,232,398
887,785
Loss for the financial year
(8,713,606)
(6,562,327)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Comparative information has been restated as explained in note 26.

INFINITESIMA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
2025
2024
as restated
Unaudited
£
£
Loss for the year
(8,713,606)
(6,562,327)
Other comprehensive income
-
-
Total comprehensive income for the year
(8,713,606)
(6,562,327)
INFINITESIMA LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 12 -
2025
2024
as restated
Unaudited
Notes
£
£
£
£
Fixed assets
Tangible assets
9
1,454,646
438,456
Current assets
Stocks
10
2,776,928
3,283,180
Debtors falling due after more than one year
11
17,587
-
0
Debtors falling due within one year
11
1,721,788
1,153,095
Cash at bank and in hand
255,139
1,273,937
4,771,442
5,710,212
Creditors: amounts falling due within one year
12
(7,790,193)
(2,028,771)
Net current (liabilities)/assets
(3,018,751)
3,681,441
Net (liabilities)/assets
(1,564,105)
4,119,897
Capital and reserves
Called up share capital
16
92,699
92,299
Share premium account
17
34,487,979
33,698,378
Capital redemption reserve
554,177
554,177
Other reserves
18-19
2,848,242
608,639
Profit and loss reserves
(39,547,202)
(30,833,596)
Total equity
(1,564,105)
4,119,897

Comparative information has been restated as explained in note 26.

The financial statements were approved by the board of directors and authorised for issue on 18 August 2026 and are signed on its behalf by:
P Jenkins
Director
Company registration number 04258410 (England and Wales)
INFINITESIMA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 13 -
Share capital
Share premium account
Capital contribution reserve
Other reserves
Advanced subscripti- -ons
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
£
As restated and unaudited for the period ended 30 September 2024:
Balance at 1 October 2023
85,633
30,705,045
-
0
437,345
-
(24,271,269)
6,956,754
Year ended 30 September 2024:
Loss and total comprehensive income for the year
-
-
-
-
-
(6,562,327)
(6,562,327)
Issue of share capital
16
6,666
2,993,333
-
-
-
-
2,999,999
Capital element of the issue of loan
16
-
0
-
0
554,177
-
-
-
0
554,177
Grant of share options
10
-
-
-
171,294
-
-
0
171,294
Balance at 30 September 2024
92,299
33,698,378
554,177
608,639
-
(30,833,596)
4,119,897
Year ended 30 September 2025:
Loss and total comprehensive income for the year
-
-
-
-
-
(8,713,606)
(8,713,606)
Issue of share capital
16
400
789,601
-
-
-
-
790,001
Issue of convertible loan
-
-
-
-
2,000,001
-
-
0
Grant of share options
10
-
-
-
239,602
-
-
0
239,602
Balance at 30 September 2025
92,699
34,487,979
554,177
848,241
2,000,001
(39,547,202)
(1,564,105)
INFINITESIMA LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 14 -
2025
2024
as restated
Unaudited
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(7,367,924)
(8,119,273)
Interest paid
(9,434)
-
Income taxes refunded
988,554
740,335
Net cash outflow from operating activities
(6,388,804)
(7,378,938)
Investing activities
Purchase of tangible fixed assets
(1,423,768)
(489,605)
Interest received
3,772
126,769
Net cash used in investing activities
(1,419,996)
(362,836)
Financing activities
Proceeds from issue of shares
790,001
2,999,999
Advanced subscriptions
2,000,001
-
Proceeds from borrowings
4,000,000
-
0
Net cash generated from financing activities
6,790,002
2,999,999
Net decrease in cash and cash equivalents
(1,018,798)
(4,741,775)
Cash and cash equivalents at beginning of year
1,273,937
6,015,712
Cash and cash equivalents at end of year
255,139
1,273,937
INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 15 -
1
Accounting policies
Company information

Infinitesima Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Hitching Court, Blacklands Way, Abingdon, Oxfordshire, OX14 1RG.

1.1
Accounting convention

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.

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

The financial statements have been prepared under the historical cost convention, modified to include certain aspects of the accounts at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern.

As at 30 September 2025, the Company had cash of £0.2m (2024: £1.3m). Based on current projections the business will have sufficient cash to continue to trade and meet its obligations, due to post year end investments totalling £23.3m.

This funding will enable the Company to progress on several technical and commercial milestones (see the Strategic Report) that are expected to be value inflexion points and to build revenues from early sales of the key target technology. Upon completion, this would give a cash runway beyond the assessment period.

Forecasts under a severe but plausible scenario that models higher levels of expenditure, particularly as a result of higher inflation, show that the Company would not exhaust all cash resources under this scenario earlier than April 2027. This analysis does not factor in additional mitigating actions available to management if these downside assumptions materialise, such as reducing uncommitted discretionary spend and delaying planned recruitment, that would extend the cash runway further into 2027.

The timing and certainty of technical and commercial milestones are not guaranteed and management therefore anticipate further investment from new and existing investors to continue to operate beyond 2027.

The large element of research and development nature of the company's strategy means the timing of milestones and funds generated from developments are not guaranteed at this stage. Under either scenario described above, additional funding may be needed for the company to continue to operate and meet its liabilities as they fall due, and the directors anticipate that this will come from equity investment from existing and new investors.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.4
Research and development expenditure

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.

1.5
Tangible fixed assets

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:

Leasehold improvements
Straight line basis over the term of the lease
Furniture, fittings and equipment
20% - 50% straight line basis

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.

Assets whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and loss es are recognised in profit or loss.

1.6
Impairment of fixed assets

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.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.7
Stocks

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.

1.8
Cash and cash equivalents

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.

1.9
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 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 paymen ts 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. A m ounts 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

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.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.11
Taxation

The tax income represents the sum of the tax currently receivable as a result of the research and development tax claim.

Current tax

The tax currently receivable is based on t he company’s tax trading position for the period including taking into consideration any relevant tax reliefs available such as research and development tax claims. 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 asset for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits, otherwise the asset is disclosed only.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

1.12
Employee benefits

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.

The cost of any portion of bonuses is recognised in the period in which the employee’s services are received.

1.13
Retirement benefits

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

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.14
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 (such as a target based on an index) 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 o r loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

1.15
Leases

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 lease s asset are consumed.

1.16
Foreign exchange

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.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 21 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

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

Share based payments

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the fair value of the underlying share, expected life of the share option, volatility and dividend yield, and making assumptions about them.

Depreciation

The accounting policies detailed in the notes to the accounts describe the policies adopted for calculating depreciation. These have been based on the assessed useful economic lives of the assets capitalised and charged accordingly, resulting in a current year charge of £407,578 (2024: £85,186).

Directors Loan Account

In preparing these financial statements, the directors have made a judgement in respect of the director’s loan account. The loan carries a below-market rate of interest therefore the loan has been initially measured at the present value of the future cash flows, discounted using a market rate of interest for a similar instrument. The unwinding of the discount is recognised as a finance cost over the expected term of the loan.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales of products
2,274,522
601,976
Sales of services
12,110
-
2,286,632
601,976
2025
2024
£
£
Turnover analysed by geographical market
Asia
2,274,522
601,976
United Kingdom
12,110
-
2,286,632
601,976
2025
2024
£
£
Other revenue
Interest income
3,772
126,769
Grants received
-
63,911
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
21,000
-
0
For other services
Taxation compliance services
1,418
1,350
All other non-audit services
6,000
4,200
7,418
5,550
5
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Exchange losses
150,021
28,895
Research and development costs
433,767
358,782
Government grants
-
(63,911)
Fees payable to the company's auditor for the audit of the company's financial statements
21,000
-
0
Depreciation of owned tangible fixed assets
407,578
85,186
Share-based payments
239,602
171,294
Operating lease charges
379,142
192,583
INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 23 -
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
76
58

Their aggregate remuneration comprised:

2025
2024
as restated
£
£
Wages and salaries
6,051,648
4,368,088
Social security costs
634,208
521,815
Pension costs
181,702
136,346
6,867,558
5,026,249
7
Directors' remuneration
2025
2024
as restated
£
£
Remuneration paid to directors
424,115
425,832
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
as restated
£
£
Remuneration for qualifying services
222,275
217,696
Accrued pension at the end of the year
9,443
7,450
INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 24 -
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(1,131,629)
(887,785)
Under/(over) provided in prior years
(100,769)
-
0
Total current tax
(1,232,398)
(887,785)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(9,946,004)
(7,450,112)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(2,486,501)
(1,862,528)
Tax effect of expenses that are not deductible in determining taxable profit
206,507
118,255
Tax effect of income not taxable in determining taxable profit
943
31,692
Tax effect of utilisation of tax losses not previously recognised
(943)
(31,692)
Unutilised tax losses carried forward
1,294,492
1,033,911
Permanent capital allowances in excess of depreciation
(64,411)
(76,188)
Research and development tax credit
(1,131,629)
(887,785)
Under/(over) provided in prior years
(100,769)
-
0
Research and development additional deduction
(902,115)
(676,433)
Surrender of losses for research and development
1,952,028
1,462,983
Taxation credit for the year
(1,232,398)
(887,785)
INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 25 -
9
Tangible fixed assets
Leasehold Improveme- -nts
Furniture, fittings and equipment
Total
£
£
£
Cost
At 1 October 2024
450,310
662,696
1,113,006
Additions
117,801
1,305,967
1,423,768
Disposals
-
0
(594,920)
(594,920)
At 30 September 2025
568,111
1,373,743
1,941,854
Depreciation and impairment
At 1 October 2024
56,154
618,396
674,550
Depreciation charged in the year
108,857
298,721
407,578
Eliminated in respect of disposals
-
0
(594,920)
(594,920)
At 30 September 2025
165,011
322,197
487,208
Carrying amount
At 30 September 2025
403,100
1,051,546
1,454,646
At 30 September 2024
394,156
44,300
438,456
10
Stocks
2025
2024
£
£
Raw materials
2,136,928
2,643,180
Finished goods
640,000
640,000
2,776,928
3,283,180
INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 26 -
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
334,001
-
0
Corporation tax recoverable
1,131,629
887,785
Other debtors
53,792
80,971
Prepayments and accrued income
202,366
184,339
1,721,788
1,153,095
2025
2024
Amounts falling due after more than one year:
£
£
Prepayments and accrued income
17,587
-
0
Total debtors
1,739,375
1,153,095
12
Creditors: amounts falling due within one year
2025
2024
as restated
£
£
Other borrowings
4,000,000
-
0
Trade creditors
800,657
567,579
Taxation and social security
613,828
120,729
Other creditors
1,102,695
951,551
Accruals and deferred income
1,273,013
388,912
7,790,193
2,028,771

HSBC Bank PLC holds a debenture over all money and liabilities whatever, whenever and howsoever incurred by the company whether now or in the future.

Other borrowings includes a loan that is due to convert into equity after the year end. This loan is unsecured and repayable upon demand.

Other creditors includes a directors loan which has been discounted to present value.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 27 -
13
Deferred taxation

As at 3 0 September 202 5 there existed a deferred tax liability of £402,508 (2024: £109,614) in respect of accelerated capital allowances. This has been offset by the deferred tax asset in respect of unrelieved trading losses and short term timing differences totaling £5,895,051 (2024: £3,742,263) This leaves a potential net deferred tax asset of £5,794,424 (2024: £3,632,648) which has not been reflected as an asset given the uncertainty of future revenue streams and as the Company is committed to significant continued investment in research and development.

As of the 1st of October 2024, the main rate of corporation tax and the small profits rate in the UK continued to be 25% and 1 9% respectively. The deferred tax calculated in the note above has used the main rate.

14
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
181,702
136,346

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Included in the balance sheet are unpaid pension contributions of £41,008 (2024: £32,020).

15
Share-based payment transactions

The Company operates an EMI share option scheme for certain employees of the company.

The EMI share options are granted over ordinary shares of £0.001 each. The options are equity-settled and give the option holder the right to acquire ordinary shares in the Company at fixed exercise prices of £0.10 or £0.45 per share, depending on the grant. Vesting is subject to continued employment and the grant-specific vesting schedules, with accelerated exercise permitted in certain circumstances including a sale, reconstruction, listing or winding-up of the Company, and at the discretion of the Board. Vested options may normally be exercised following vesting, subject to the terms of the option deeds. On cessation of employment, unvested options normally lapse and vested options remain exercisable for 90 days, or such longer period as the Board may allow. Options are not transferable, except to personal representatives on death, and lapse no later than the tenth anniversary of the relevant grant date. The options are settled by the issue or transfer of ordinary shares and no cash settlement alternative is provided under the arrangements.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
15
Share-based payment transactions
(Continued)
- 28 -
Number of share options
Weighted average exercise price
2025
2024
2025
2024
as restated
as restated
Number
Number
£
£
Outstanding at 1 October 2024
12,688,240
9,157,907
0.15
0.13
Granted
530,000
3,746,000
0.20
0.21
Exercised
(400,000)
-
0.10
-
0
Expired
(804,785)
(215,667)
0.11
0.24
Outstanding at 30 September 2025
12,013,455
13,119,574
0.16
0.15
Exercisable at 30 September 2025
-
0
-
0
-
0
-
0

The options outstanding at 30 September 2025 had an exercise price of £0.15 per share, and a remaining contractual life of 10 years.

2025
2024
as restated
£
£
Expenses recognised in the year
Arising from equity-settled transactions
239,602
171,294
16
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares £0.001 each
8,716,418
8,316,418
8,716
8,316
A Ordinary shares of £0.001 each
83,982,906
83,982,905
83,983
83,983
92,699,324
92,299,323
92,699
92,299

The following share issues took place during the year to 30 September 2025:

- On 09 January 2025 400,000 Ordinary shares were issued at £1.975 per share

17
Share premium account

Share premium represents the amount above the nominal value received for issue d share capital, less transaction costs.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 29 -
18
Other reserves
2025
2024
as restated
£
£
At the beginning of the year
608,639
437,345
Additions
239,602
171,294
At the end of the year
848,241
608,639

Other reserves are in relation to the fair value movement arising on share options granted.

19
Advanced subscripti- -ons
2025
2024
£
£
At the beginning of the year
-
-
Additions
2,000,001
-
At the end of the year
2,000,001
-

In the year there was an advanced subscription of shares for £2,000,001 (2024: £nil). This has been included within the other reserves. The amount of advanced subscriptions held at the end of the year is £2,000,001 (2024: £nil).

The advanced subscriptions are to be converted into shares and are not refundable. No interest will accrue on any amounts paid towards advanced subscriptions.

20
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
Within 1 year
146,275
92,315
Years 2-5
1,004,532
294,268
After 5 years
23,697
-
0
Total commitments
1,174,504
386,583
INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 30 -
21
Events after the reporting date

During December 2025, the company raised £32.5m of equity from new and existing investors.

Of this amount, £4m related to the conversion of loan notes issued in December 2024 and a further £3m from advance subscriptions, £2m of which had been received before the year end. From the total amount raised, £5,193,648 has been used to purchase shares from early investors.

The £4m of investor loan notes converted into equity in December 2025.

The company becomes an associate of Maverick Silicon Fund, L.P. on 10 December where they have significant influence but not individual control over Infinitesima Limited.

22
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Issued Loan Notes with 0% interest:

- IMM Startup Venture Fund #1 - £500,000

- Applied Ventures ITIC Innovation Fund - £1,000,000

- Company K New Deal Fund - £1,000,000

During the year, the company issued unsecured convertible loan notes due 2026. The loan notes are non-interest bearing, unsecured and not transferable. The maximum aggregate principal amount of the loan note instrument is £5 mill ion, of which £2.5 mill ion was issued/subscribed.

The loan notes automatically convert into fully paid shares on completion of a qualifying financ e round, being an equity financing round raising at least £8 mill ion of new cash before the long stop date, or automatically on the long stop date, being 18 months after the date of the instrument. On an exit, including a change of control, asset sale or IPO, a majority of noteholders may elect for the notes to convert immediately before completion of the exit or, if not converted, require redemption at par.

23
Directors' transactions

The director, Mr. A. Dixon provided a loan to the company of £1,400,000 in the year ended 30 September 2024.

The loan has been discounted and revalued to present value of £1,132,457 (2024: £984,745). The loan is able to be converted to equity upon the event of a qualifying funding round or exit, but it is not treated as a convertible loan note as the criteria within FRS102 have not been met.

A further £2,750,001 (2024: £nil) was paid to the company as advanced subscriptions for shares. £750,000 was converted into 1,666,667 £0.001 A Ordinary shares. This transaction provided a further £1,667 in share capital and £748,333 in share premium. This leaves a balance of £2,000,001 as advanced subscriptions to be converted to equity at a future date.

INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 31 -
24
Analysis of changes in net funds/(debt)
1 October 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
1,273,937
(1,018,798)
255,139
Borrowings excluding overdrafts
-
(4,000,000)
(4,000,000)
1,273,937
(5,018,798)
(3,744,861)
25
Cash absorbed by operations
2025
2024
£
£
Loss after taxation
(8,713,606)
(6,562,327)
Adjustments for:
Taxation credited
(1,232,398)
(887,785)
Finance costs
9,434
-
Investment income
(3,772)
(126,769)
Depreciation and impairment of tangible fixed assets
407,578
85,186
Equity settled share based payment expense
239,602
171,294
Movements in working capital:
Decrease/(increase) in stocks
506,252
(1,237,359)
Increase in debtors
(342,436)
(121,200)
Increase in creditors
1,761,422
559,687
Cash absorbed by operations
(7,367,924)
(8,119,273)
INFINITESIMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 32 -
26
Prior period adjustment
Reconciliation of changes in equity
1 October
30 September
2023
2024
£
£
Adjustments to prior year
Accrual for holidays and bonuses previously not accrued for
-
(330,998)
Transition adjustment for Directors Loan provided to the company
-
448,449
Total adjustments
-
117,451
Equity as previously reported
6,956,754
4,002,446
Equity as adjusted
6,956,754
4,119,897
Analysis of the effect upon equity
Other reserves
-
(120,884)
Capital contribution
-
554,177
Profit and loss reserves
-
(315,842)
-
117,451
Reconciliation of changes in loss for the previous financial period
2024
£
Adjustments to prior year
Accrual for holidays and bonuses previously not accrued for
(330,998)
Transition adjustment for Directors Loan provided to the company
(105,728)
Adjustment for share based payments
120,884
Total adjustments
(315,842)
Loss as previously reported
(6,246,485)
Loss as adjusted
(6,562,327)
Notes to reconciliation
Accruals Restatement

The adjustment for the accruals is due to being determined that there is a contractual obligation to pay a bonus and that the holdiay calendar runs up until the end of the calendar and not financ year. The understated amount was determined to be material and required a restatement.

Directors Loan Adjustment

The loan provided by A Dixon has been discounted to its present value as it is a related party loan at a below market rate of interest. The interest has been recognised annually on the loan.

Share Based Payments

The share based payment charge in 2024 has been recalculated by the new management of the company to be more accurate and providing a more true and fair value to the options.

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