REGISTERED NUMBER: 07925932 (England and Wales)

AZOTIC TECHNOLOGIES LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

to

10

DIRECTORS:

M Koppert

T Lilliestierna

Dr S A Qvist

S Pabbruwee

REGISTERED OFFICE:

Unit 6

Hassacarr Close

Dunnington

York

YO19 5SN

REGISTERED NUMBER:

07925932 (England and Wales)

AUDITORS:

Torgersens

Chartered accountants & statutory auditor

East Suite, Ground Floor

Avalon House

St Catherine's Court

Sunderland

SR5 3XJ

FIXED ASSETS

Intangible assets

4

12,968,359

12,677,020

Tangible assets

5

2,328,705

2,816,135

Investments

6

1

2

15,297,065

15,493,157

CURRENT ASSETS

Stocks

2,554,845

3,093,621

Debtors

7

1,886,992

806,878

Cash at bank and in hand

558,027

802,445

4,999,864

4,702,944

CREDITORS

Amounts falling due within one year

8

12,823,680

8,745,595

NET CURRENT LIABILITIES

(7,823,816

)

(4,042,651

)

TOTAL ASSETS LESS CURRENT LIABILITIES

7,473,249

11,450,506

CREDITORS

Amounts falling due after more than one year

9

(112,659

)

-

PROVISIONS FOR LIABILITIES

11

(192,067

)

-

NET ASSETS

7,168,523

11,450,506

CAPITAL AND RESERVES

Called up share capital

12

584

548

Share premium

34,388,011

34,388,011

Other reserves

350,000

350,000

Retained earnings

(27,570,072

)

(23,288,053

)

SHAREHOLDERS' FUNDS

7,168,523

11,450,506

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 September 2026 and were signed on its behalf by:

Dr S A Qvist - Director

1.	STATUTORY INFORMATION

Azotic Technologies Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

Monetary amounts in these financial statements are rounded to the nearest £1.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future. The company is in the scale-up life cycle stage of development and, as is common with early-stage businesses, and has required additional funding to continue its growth journey, particularly as it does not yet generate sufficient revenue to cover its operating costs.

The directors note that the company has received further funding after 31st December 2025 to continue its development plans and to meet its liabilities as they fall due. The directors believe that this will be sufficient to continue for the next twelve months.

The agreement for this funding has been formally signed as at the date of signing the financial statements.

The directors of Azotic Technologies Limited believe that there are no issues with the entity's ability to continue as a going concern for a period of at least twelve months from the date of signing the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Where the company enters into agreements with customers to provide stock in future periods, the related revenue is deferred and included in creditors until such time as the goods are supplied.

Intangible assets other than goodwill

Development expenditure

The company has adopted a policy of capitalising qualifying development expenditure as an intangible asset.

In accordance with FRS102, development expenditure will qualify for capitalisation only where the company can demonstrate all of the following:

(a) The technical feasibility of completing the development so that the intangible asset will be available for use or sale;

(b) Its intention to complete the development and to use or sell the intangible asset;

(c) Its ability to use or sell the intangible asset;

(d) How the intangible asset will generate probable future economic benefits;

(e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

(f) Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

All research expenditure and development expenditure that does not meet the above conditions is expensed as incurred.

Capitalised development expenditure is initially recognised at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Other intangible assets

Other intangible assets are initially recognised at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation

All intangible assets are considered to have a finite useful life. Amortisation is recognised so as to write off cost of the assets less their residual values over their useful life.

The estimated useful life of development expenditure is 10 years. Amortisation is charged in line with the pattern in which the company expects to consume the asset's future economic benefits over this period, based upon production and sales forecasts.

Amortisation begins when the intangible asset is available for use in the manner intended. At the reporting date the company had various development projects ongoing.

Other intangible assets are amortised on the basis of the underlying contractual agreement, or projected useful life, on a straight line basis.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Land and buildings

-

5% straight line

Plant and machinery etc

-

25% straight line and Straight line over 3 years

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost includes all directly attributable purchase and production costs in respect of stocks held at the balance sheet date.

Financial instruments - convertible loan notes

Where the company issues convertible loan notes, the equity value of the loan is calculated based on their fair value at the transaction date. The value is deducted from the debt instrument and allocated to a convertible loan note reserve. This amount will be transferred to the profit and loss account over the term of the loan notes using the effective interest method.

On conversion of debt to equity the convertible loan note reserve, and outstanding capital and interest, are transferred to the share premium reserve.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Share based payments

The company has issued options to employees under an Enterprise Management Incentive Plan.

No expense was recognised on issue, or in subsequent accounting periods to date, due to uncertainty as to whether the vesting requirements to exercise the options would be met. A reassessment of the probability of the options vesting, and potential vesting period, is made at each reporting date.

Leasing and hire purchase contracts

Leases are classified as finance leases if they transfer substantially all risks and rewards of ownership. Other leases are operating leases.

Lessee - Operating Leases

Rental payments are charged to the profit and loss account on a straight-line basis over the lease term, with lease incentives recognized similarly.

Lessee - Finance Leases

Assets held under finance leases are recognized in the balance sheet at the lower of fair value or the present value of minimum lease payments, with corresponding liabilities recorded. Payments are split between interest and liability reduction.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 32 (2024 - 34 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

15,195,057

Additions

1,245,842

At 31 December 2025

16,440,899

AMORTISATION

At 1 January 2025

2,518,037

Charge for year

954,503

At 31 December 2025

3,472,540

NET BOOK VALUE

At 31 December 2025

12,968,359

At 31 December 2024

12,677,020

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2025

899,420

3,252,640

4,152,060

Additions

-

306,865

306,865

Disposals

(236,841

)

(400,371

)

(637,212

)

At 31 December 2025

662,579

3,159,134

3,821,713

DEPRECIATION

At 1 January 2025

313,946

1,021,979

1,335,925

Charge for year

132,516

418,847

551,363

Eliminated on disposal

-

(394,280

)

(394,280

)

At 31 December 2025

446,462

1,046,546

1,493,008

NET BOOK VALUE

At 31 December 2025

216,117

2,112,588

2,328,705

At 31 December 2024

585,474

2,230,661

2,816,135

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

2

Disposals

(1

)

At 31 December 2025

1

NET BOOK VALUE

At 31 December 2025

1

At 31 December 2024

2

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

11,017

-

Amounts owed by group undertakings

445,259

-

Other debtors

1,430,716

806,878

1,886,992

806,878

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

1,120,983

927,088

Taxation and social security

60,131

42,230

Other creditors

11,642,566

7,776,277

12,823,680

8,745,595

Included in other creditors is convertible debt, secured by fixed and floating charges over the assets of the company.

Adjustments have been made for the calculated equity value of the convertible loan notes issued, and the unwinding of the related finance cost. The balance of the convertible debt at 31st December 2025 is £6,229,852.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

112,659

-

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

91,788

76,473

Between one and five years

74,263

120,158

166,051

196,631

11.	PROVISIONS FOR LIABILITIES

The provision of £192,067 relates to replacement stock supplied to some customers as a precautionary measure. The replacement stock was physically supplied to the relevant customers during the 2026 financial year free of charge. The provision recognised represents the cost of the replacement stock to Azotic Technologies Limited. The directors believe the provision is complete when relying on information available at the time of preparation and signing of the accounts.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

63,263,167

Ordinary shares

0.000008

506

506

5,241,594

U Class shares

0.000008

42

42

4,517,370

VN Class shares

0.000008

36

-

584

548

4,517,370 VN Class shares shares of 0.000008 each were allotted and fully paid for cash at par during the year.

Ordinary shares have full voting and dividend rights.

U Class shares have no voting rights and carry a dividend entitlement.

VN Class shares have no voting rights and carry a dividend entitlement.

13.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Paul Newbold BA FCA (Senior Statutory Auditor)

for and on behalf of Torgersens

We draw your attention to note 2 of the financial statements which gives further detail from directors regarding their going concern assessment and information which has supported our conclusions relating to going concern.

14.	OTHER FINANCIAL COMMITMENTS

The company had other financial commitments in respect of future periods totalling;

2025

2024

£

£

Within 1 year

585,373

566,036

Between 1 and 2 years

605,280

585,374

More than 2 years

101,436

706,716

1,292,089

1,858,126

15.	RELATED PARTY DISCLOSURES

16.	ULTIMATE CONTROLLING PARTY

17.	GROUP ACCOUNTS NOT PREPARED

The company is a parent company of Azotic Technologies US, Inc and Azotic Technologies Canada Limited. In accordance with section 399 of the Companies Act 2006, the company is exempt from the requirement to prepare group accounts as at the end of the financial year, the company, and the group headed by the company, is subject to the small companies regime.

The company and its subsidiary undertakings (the "Group") qualify as a small group and are therefore not required to prepare consolidated financial statements.