MOF Technologies Limited 31/12/2025 iXBRL

Company registration number: NI612857

MOF Technologies Limited

Filleted financial statements

31 December 2025

MOF Technologies Limited

Contents

Directors and other information

Directors responsibilities statement

Statement of financial position

Notes to the financial statements

MOF Technologies Limited

Directors and other information


Directors	Dr Conor Hamill
	Dr Jose Casaban Julian
	Mr David Moore
	Mrs Catriona Mary Robertson Schmolke	(Appointed 2 February 2026)
	Dr Jean-Claude Pierre	(Resigned 1 February 2026)
	Mr Andrew David Challis
	Mrs Beverley Karen Gower-Jones
	Mr Dennis Atkinson	(Resigned 1 July 2025)
	Mr Dennis Giovannni Mech
	Ms Kate Ronayne	(Appointed 1 July 2025)

Secretary	Kevin Monaghan

Company number	NI612857

Registered office	9 Michelin Road
	Newtownabbey
	BT36 4PT

Auditor	Hill Vellacott
	22 Great Victoria Street
	Belfast
	BT2 7BA



	Bankers	HSBC Innovation Bank
		Alphabeta
		14-18 Finsbury Square
		London
		EC2A 1BR

		Barclays
		13th Floor
		The Ewart
		3 Bedford Street
		Belfast
		BT2 7EP

	Solicitors	Tughans
		3 Bedford St
		Belfast
		BT2 7EP

MOF Technologies Limited

Directors responsibilities statement

Year ended 31 December 2025

The directors are responsible for preparing the directors 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 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 judgments 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.

MOF Technologies Limited

Statement of financial position

31 December 2025

		2025		2024
	Note	£	£	£	£

Fixed assets
Tangible assets	5	1,748,651		1,854,253
		_______		_______
			1,748,651		1,854,253

Current assets
Debtors	6	1,018,972		1,210,156
Cash at bank and in hand		5,087,190		2,141,556
		_______		_______
		6,106,162		3,351,712
Creditors: amounts falling due
within one year	7	( 6,059,255)		( 1,025,264)
		_______		_______
Net current assets			46,907		2,326,448
			_______		_______
Total assets less current liabilities			1,795,558		4,180,701

Creditors: amounts falling due
after more than one year	8		( 1,200,000)		( 1,200,000)
			_______		_______
Net assets			595,558		2,980,701
			_______		_______

Capital and reserves
Called up share capital			3,099		3,036
Share premium account			6,097,930		6,097,930
Share option reserve			209,402		41,415
Profit and loss account			( 5,714,873)		( 3,161,680)
			_______		_______
Shareholders funds			595,558		2,980,701
			_______		_______

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

These financial statements were approved by the board of directors and authorised for issue on 12 March 2026 , and are signed on behalf of the board by:

Dr Conor Hamill

Director

Company registration number: NI612857

MOF Technologies Limited

Notes to the financial statements

Year ended 31 December 2025

1. General information

The principal activity of the company is advancing the commercial deployment of advanced carbon capture technology .

2. Statement of compliance

These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The financial statements have been prepared on a going concern basis, which management consider to be appropriate.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Key sources of estimation uncertaintyAccounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:The companies share options were valued using the following formula; Fair Value = Share price x volatility x probability of exit event x probability of new investment. There are various estimates made within the formula used above to calculate the fair value of the option, these are based on management estimates along with historical data. The equity component initially recognised on the convertible loan note is based on the intrest rate which reflects the market rate available to the Company at date of issue.

Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Research and development

Research expenditure is written off in the year in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.

Tangible assets

tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:


Long leasehold property	-	10 %	straight line
Plant and machinery	-	20 %	straight line
Fittings fixtures and equipment	-	20 %	straight line

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets .

Grants

Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised in finance costs in profit or loss in the period in which it arises.

Share-based payments

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satsfied, no adjustment is made irrespective of whether market or non-vesting conditions are met. Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification. Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately. Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.

Cash at bank and in hand

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.

Convertible loan notes

Convertible loan notes are recognised initially at the fair value of the consideration received, net of directly attributable transaction costs. Where a convertible loan note contains both a liability and an equity component, the liability component is recognised initially at the fair value of a similar liability that does not have an associated equity conversion option. The residual amount is recognised within equity as a conversion option reserve. Subsequent to initial recognition, the liability component is measured at amortised cost using the effective interest rate method. Finance costs are recognised in profit or loss over the term of the instrument. The equity component is not remeasured after initial recognition. On conversion of the loan notes into equity, the carrying amount of the liability component and the related equity reserve are transferred to share capital and share premium as appropriate. No gain or loss is recognised on conversion. Where a convertible loan note is redeemed rather than converted, the equity component remains within equity and the liability component is derecognised on settlement.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 35 (2024: 29 ).

5. Tangible assets

	Long leasehold property	Plant and machinery	Fixtures, fittings and equipment	Assets under construction	Total
	£	£	£	£	£
Cost
At 1 January 2025	671,958	1,588,238	62,228	635,858	2,958,282
Additions	17,191	70,183	2,500	160,392	250,266
Transfers	-	796,250	-	( 796,250)	-
	_______	_______	_______	_______	_______
At 31 December 2025	689,149	2,454,671	64,728	-	3,208,548
	_______	_______	_______	_______	_______
Depreciation
At 1 January 2025	58,915	1,025,673	19,441	-	1,104,029
Charge for the year	74,088	270,642	11,138	-	355,868
	_______	_______	_______	_______	_______
At 31 December 2025	133,003	1,296,315	30,579	-	1,459,897
	_______	_______	_______	_______	_______
Carrying amount
At 31 December 2025	556,146	1,158,356	34,149	-	1,748,651
	_______	_______	_______	_______	_______
At 31 December 2024	613,043	562,565	42,787	635,858	1,854,253
	_______	_______	_______	_______	_______

Assets under construction aren't being depreciated. They will be depreciated over 5 years when transferred to plant and machinery.

6. Debtors

	2025	2024
	£	£
Other debtors	1,018,972	1,210,156
	_______	_______

7. Creditors: amounts falling due within one year

	2025	2024
	£	£
Bank loans and overdrafts	800,000	800,000
Trade creditors	106,781	44,952
Social security and other taxes	55,754	47,371
Other creditors	5,096,720	132,941
	_______	_______
	6,059,255	1,025,264
	_______	_______

The company has issued convertible loan notes which are convertible into ordinary shares at the option of the holder. The loan notes have been classified as compound financial instruments, comprising a liability component and an equity component.The liability component is measured at amortised cost using the effective interest rate method and the equity component is recognised within reserves and not subsequently remeasured.At the balance sheet date, the carrying value of the liability component was £3,783,605 (2024: £0) and the equity component recognised within reserves was £130,084 (2024: £0).

8. Creditors: amounts falling due after more than one year

	2025	2024
	£	£
Bank loans and overdrafts	1,200,000	1,200,000
	_______	_______

HSBC Innovation Bank Limited have a fixed and floating charge which covers all the property, including intellectuall property, or undertaking of the company and a negative pledge in relation to the above loan .

9. Share-based payments

Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:

	2025		2024
	No.	WAEP	No.	WAEP

Outstanding at 1 January 2025	251,864	-	347,673	-
Granted during the year	156,274	-	16,125	-
Forfeited during the year	( 216)	-	( 3,546)	-
Exercised during the year	( 61,472)	-	( 108,388)	-
	_________	_______	_________	_______
Outstanding at 31 December 2025	346,450	-	251,864	-
	_________	_______	_________	_______

The total expense recognised in profit or loss for the year is as follows:

	2025	2024
	£	£
Equity-settled share-based payments	37,903	14,554
	_________	_______

The companies share options were valued using the following formula; Fair Value = Share price x volatility x probability of exit event x probability of new investment. There are various estimates made within the formula used above to calculate the fair value of the option, these are based on management estimates along with historical data.

10. Operating leases

The company as lessee

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


	£	£

Not later than 1 year	90,000	90,000
Later than 1 year and not later than 5 years	222,411	42,750
	_______	_______
	312,411	132,750
	_______	_______

11. Contingent assets and liabilities

During the year, the company issued unsecured loan notes which are convertible into shares subject to certain conversion events.In the event that the loan notes do not convert to shares, the loan may be repayable in cash to the loan note holders, and a redemption premium equal to the principal amount outstanding may also be due. At the reporting date, the directors expect the loans to convert to shares and no repayment had been made at this date.

12. Limitation of auditors liability

The company has entered into a liability limitation agreement with the company's auditor which was approved on 12 January 2026. The principal terms of the agreement are that the auditor's liability is limited to a multiple of the audit fee issued and paid for the year, but the multiple cannot be less than such amount as is fair and reasonable.

13. Summary audit opinion

The auditor's report dated 12 March 2026 was unqualified.

The senior statutory auditor was Conor McCaffrey ACA for and on behalf of Hill Vellacott