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REG - Ilika plc - Final Results

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RNS Number : 3861R  Ilika plc  17 July 2025

ILIKA plc

("Ilika", the "Company" or the "Group")

 

Full Year Results

 

Ilika (AIM: IKA), a pioneer in solid-state battery technology, announces its
results for the year ended 30 April 2025 (the "Period").

 

Operational highlights

During the Period, Ilika continued to develop and commercialise its two solid
state battery ("SSB") product lines: Stereax® batteries for miniature medical
devices and wireless sensors for specialist applications, and large format
Goliath™ batteries for electric vehicles ("EVs") and consumer appliances.

 

During the financial year, Ilika supported commercialisation and transferred
manufacturing operations of Stereax to its US-headquartered partner, Cirtec
Medical LLC ("Cirtec"), and also achieved significant technical and
commercial milestones on its Goliath development roadmap.

 

Post-period end, the Company successfully raised £4.2 million before costs to
support and accelerate progress on both product lines.

 

Commenting on the results, Ilika's Chief Executive Officer, Graeme Purdy,
said, "Ilika has achieved a significant number of important technical and
commercial milestones over the past twelve months. Our two product lines,
Stereax and Goliath, offer compelling value propositions which address large
and rapidly growing global markets.

 

"Stereax has very little competition in the miniature battery sector for
active implantable medical devices. Stereax batteries enable enhanced and
novel solutions with reduced risks to patients across a range of applications
including neurostimulation, smart orthopaedics, orthodontics, and biometric
sensors. We are well-advanced with our implementation of the Stereax
manufacturing process at Cirtec Medical's manufacturing facility in the US and
we are working diligently with Cirtec to further develop commercial
opportunities and re-commence deliveries to customers.

 

"The technical validation we have received for our Goliath battery technology
has been very encouraging. The release of our P1 prototypes to customers in
the summer of 2024 was an important milestone delivering confirmation that our
batteries "do what they say on the tin", offering reduced vehicle weight and
cost alongside extended range and rapid charging. We have built on this
success with the roll-out of our process at the UK Battery Industrialisation
Centre, demonstrating that our solid state processes can be deployed on large
scale, production ready equipment.

 

"We expect the forthcoming period to be equally exciting, presenting
opportunities for increased product-related revenue and further commercial
engagement. The successful fundraising post-period end leaves us well placed
to further accelerate progress across both of our product lines."

 

Stereax (Medical Device Applications)

Completed the installation of Ilika's key equipment required to manufacture
Stereax cells at Cirtec Medical's expanded cleanroom facility in Lowell,
Massachusetts, US; cathode manufacturing initially remaining at Ilika's UK
facility as a sub-contract service to Cirtec.

Supporting Cirtec to run trial batches of batteries to fully qualify the
Stereax manufacturing process.

Planning production runs to deliver commercial M300 samples in 2025.

Promoting Stereax, in cooperation with Cirtec, to a growing number of Active
Implantable Medical Device (AIMD) applications.

Supporting portfolio of 21 customers with their development plans and launch
schedules, capitalising on integration opportunities with Cirtec's platform
technology portfolio.

 

Goliath (EV Applications)

Completed validation of 1(st) generation P1 prototype batteries in
customer-sponsored programmes, allowing customers to verify Goliath's
performance characteristics.

Released third-party validated safety data and confirmed achievement of D5
development milestone demonstrating significant improvements relative to
commercially available EV batteries, with resulting benefits in vehicle
weight, cost and extended range.

Completed execution of the HISTORY project, an £8.2m grant-funded Faraday
Battery Challenge programme to integrate high silicon content electrodes into
Goliath, in collaboration with BMW and Fortescue Zero. This delivered an 50Ah
Goliath prototype.

Completed the Automotive Transformation Fund's £2.7m grant-supported SiSTEM
project, in which Ilika collaborated with MPac plc, UK Battery
Industrialisation Centre (UKBIC) and Tata Sons subsidiary, Agratas. This is
resulting in the addition of a 1.5 MWh/a assembly line to Ilika's automated
pilot line capability.

Continued interaction with automotive and consumer appliance customers
including original equipment manufacturers (OEMs) and Tier 1 suppliers
globally, resulting in a pipeline of evaluation agreements with 21 companies.

Completed large scale preparation of Goliath electrolyte and the coating of
Ilika's composite electrode-electrolyte on industry standard giga-scale
equipment at the UK Battery Industrialisation Centre (UKBIC). The resulting
batteries showed improved performance and higher manufacturing yield.

 

Portfolio of 78 granted patents, with 9 new grants in the reporting period; 4
additional international filings submitted.

 

Financial highlights:

·    Turnover £1.1m (2024: £2.1m) with other income of £0.0m (2024:
£0.5m) giving a Total Income of £1.1m (2024: £2.6m)

·    EBITDA Loss adjusted for share-based payments for the year of £5.2m
(2024: £4.1m)

·    Loss per share 3.54p (2024: 3.03p)

·    Cash, cash equivalents and longer term bank deposits of £8.0m (2024:
£11.9m)

 

Post-period end highlights:

·    Successful £4.2 million (gross) fundraising to support the Goliath
roadmap and Stereax commercialisation.

·    Award of £1.25m of grant funding from DRIVE35 programme.

 

Outlook:

Commence recognition of Stereax product revenues in CY2025, with a signed
licensing agreement in place with Cirtec.

Progress Goliath roadmap to the completion of the Minimum Viable Product (MVP)
by the end of CY2025, after completing the test programmes for P1.5 and P2
prototypes and releasing them to customers for evaluation in H2 CY25,
underpinning licensing opportunities.

Complete the capacity increase of pilot production facility to 1.5 MWh/a
enabled by an automated cell assembly line from MPac to accommodate automotive
requests for quotation ('RFQ') with 3(rd) generation P2 prototypes by the end
of CY2025.

Capitalise on commercial interest and government grant support, which is
expected to intensify as the Goliath product continues to mature.

 

Analyst Briefing

The management team will be hosting a hybrid analyst briefing at 9.30am this
morning. For further details analysts should contact: FTI Consulting
at ilika@fticonsulting.com.

 

Investor Presentation

An investor presentation will be held at 4.30pm this afternoon via Investor
Meet Company. Investors can sign up to Investor Meet Company for free and add
Ilika plc via the following
link: https://www.investormeetcompany.com/ilika-plc/register-investor
(https://urldefense.proofpoint.com/v2/url?u=https-3A__www.investormeetcompany.com_ilika-2Dplc_register-2Dinvestor&d=DwMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=1OI9eWQUVfVpxZXWzxX2tPcSAmxw5YMa3-DImHWnbkA&m=22nIVAzynQ78VnYQ8pNvYLoiaC3r3JGnA0Gjs0X1HfI&s=GFcaJdt_WBmGcV6u2cZxJzgNoqqkh-ky8V45ELknGH8&e=)
. For more information, please contact FTI Consulting
at: ilika@fticonsulting.com.

 

Enquiries:

 

 Ilika Plc                                             www.ilika.com (http://www.ilika.com/)
 Graeme Purdy, Chief Executive

                                                     Via FTI Consulting
 Jason Stewart, Chief Financial Officer

 Cavendish Capital Markets Limited (Nomad and Broker)  +44 (0)131 220 9772
 Peter Lynch

                                                     +44 (0)131 220 9771
 Neil McDonald

 FTI Consulting (Comms Advisors)

 Ben Brewerton

 Elizabeth Adams

 Dwight Burden

 

About Ilika plc - https://www.ilika.com (https://www.ilika.com/)

 

Ilika specialises in the developing and commercialisation of solid-state
batteries. The Company's mission is to rapidly develop leading-edge IP,
manufacture and license solid-state batteries for markets that cannot be
addressed with conventional batteries due to their safety, charge rates,
energy density and life limits. The Company achieves this by using
ceramic-based lithium-ion technology that is inherently safe in manufacture
and usage, higher thermal tolerance and easier to recycle which differentiates
our products from existing batteries.

 

The Company has two product lines. Its Stereax batteries which are designed
for powering miniature medical implants, industrial wireless sensors and
specialist Internet of Things (IoT) applications and the Goliath large format
batteries designed for EV cars and cordless appliances.

 

 

Chairman, Prof. Keith Jackson's statement

 

We are operating in a more complex and volatile world environment which can be
seen as a challenge but is also an opportunity, particularly if you are able
to offer more than a "me-too" solution. Ilika's Goliath batteries must, and
will at scale, be competitive on size, weight and cost, and also offer
additional advantages. Validating the nail penetration test for our Goliath
cells is not a party trick, it shows that cars and appliances can be designed
removing the protection which has to be used with conventional batteries,
reducing system weight, cost and resource usage in making next generation
products more functional and less resource hungry, outcomes which will always
be in demand by our target customers.  Our Stereax batteries can replace
existing medical batteries and can be used in new "micro" applications where
they can be fitted for life, even beyond the need for the device or life of
the battery.

 

Our team has been working hard to deliver our products, never losing sight of
the big system picture.  We are doing something new in our technology, the
team uses best practise engineering methodology to reduce risk to the minimum
but there are, and will be when you do something new, challenges. I'm pleased
to say that we have a great team, they pull as one and they are always open to
learn and improve, and I think a lot of that attitude comes from the team
knowing the importance of the products we are working on  to patients,
clinicians, appliance and auto manufacturers, and the world that we all live
in and future generations will live in.

 

Success is not just about product and technology; it's also about building the
right partner relationships. The most obvious example is Cirtec who will
integrate our batteries into their medical platforms (to be truly small the
solutions must be highly integrated). Others that are critical to our success
story are the UK funding bodies and research challenges, partners on research
projects and most importantly our shareholders, who recognise what we offer
commercially, technically and socially, as well as the financial opportunity,
and support our vision

 

Keith Jackson

Chairman

 

 

 

 

STRATEGIC REPORT

 

Principal Activities

Ilika has continued to develop and commercialise its cutting-edge solid state
batteries. The Company's mission is to rapidly develop and license
leading-edge IP for solid state batteries for markets that cannot be addressed
with conventional batteries due to their safety, charge rates, energy density
and life limits. It will achieve this using ceramic-based lithium-ion
technology that is inherently safe in manufacture and usage, has higher
thermal tolerance and is easier to recycle, which differentiates Ilika's
products from existing batteries.

 

Business Strategy

The Group's revenue model involves two phases:

 

1)   Commercially funded and grant-funded development of small quantities of
batteries for customer evaluation on Company-operated pilot lines;

2)   Commercial collaborations, including licensing the technology, for
large volume production.

 

Ilika has entered into a 10-year agreement for Cirtec Medical LLC to
manufacture Stereax under license. Ilika's Goliath programme is currently in
the first commercial phase, where product development is being supported by
grant-funded programmes and commercial collaborations.

 

Introduction to Solid State Batteries

Ilika has been working with solid state battery technology since 2008 and has
developed a type of lithium-ion battery, which, instead of using liquid or
polymer electrolyte, uses a ceramic ion conductor. Ilika's solid state
batteries have a number of benefits over traditional lithium-ion batteries,
including the following:

 

·    Non-flammable, which eliminates the need for containment packaging;

·    Faster charging;

·    Increased energy density, reducing their size to up to half the
volume and weight for a given electrical charge;

·    Longer storage without loss of charge.

 

Ilika has developed two product lines:

 

1)   Miniature solid state devices designed for powering wireless sensor
applications (Industrial IOT) and medical devices (Stereax);

2)   Large format cells for consumer appliances and automotive power
(Goliath).

 

Miniature Stereax Batteries

Ilika's miniature Stereax cells are differentiated from other solid state
technology through their selection of materials and an efficient, low
temperature evaporation process that is capable of higher manufacturing rates
than other existing solid state routes. This results in the following benefits
relative to previous solid state battery designs:

 

·    Lower cost of manufacture by avoiding use of expensive sputtering
targets;

·    Long cycle life through use of a silicon anode;

·    Less encapsulation required;

·    High temperature resilience.

 

The unique benefits of Stereax batteries have been optimised for medical
implants and industrial applications. Miniature Stereax batteries can enable
medical devices in a way that is currently not possible with conventional
lithium-ion batteries. Their compact, high-energy density and high-power
characteristics make them useful for a range of medical implant applications
covering blood pressure monitoring to neuro-stimulation.

 

 

Stereax Manufacturing Scale-up and Commercialisation

Following substantial completion of Stereax process qualification in CY2022,
Ilika demonstrated it was able to run the complete manufacturing process from
beginning to end and an understanding was gained of process stability and
reproducibility. Product qualification was initiated, and initial samples were
issued to customers.

 

In August 2023, Ilika announced a 10-year agreement with Cirtec, an
industry-leading strategic outsourcing partner of complex medical devices
including minimally invasive and active implantable devices, to transfer,
under license, Stereax mm-scale battery manufacturing to Cirtec's facility in
Lowell, Massachusetts, US.

 

Contract headlines include:

 

·    Exclusivity for Cirtec in the field of medical devices designed to
drive full utilisation of Cirtec's installed capacity.

·    Profit sharing during the initial period followed by royalty-bearing
manufacturing aligned with industry norms, calculated on individual battery
volumes.

·    Retention of the cathode deposition process and back-end battery
formation at Ilika's UK pilot facility as a sub-contract service to Cirtec.

·    Transfer of machine sets to the US for Cirtec to operate on loan, to
enable a quicker technology transfer and qualification process.

 

Ilika is focusing on advanced technology development and IP licensing to
support Cirtec's manufacturing and commercialisation activities. This
partnership will reinforce Cirtec's ongoing activities in system level
miniaturisation for the medical device industry.

 

Benefits of this partnership to Ilika include:

 

·    Further validation of Stereax's capabilities

·    Manufacturing partnership delivering economy of scale and ability to
rapidly ramp production.

·    Expanded business development team bringing additional commercial
momentum.

 

Once the agreement was signed, Ilika shipped its Stereax manufacturing
equipment to Cirtec to enable rapid commencement of operations. The equipment
has been fully commissioned and Cirtec has started production of engineering
lots. Ilika has retained the cathode deposition process at its facilities in
the UK and continues to optimize and develop this key process creating
additional innovation and IP. Once product can be produced to specification at
the Cirtec facility, batches of products will be allocated to highly
accelerated life testing ("HALT") and reliability testing. HALT is designed to
understand the failure modes of the product in case opportunities can be
identified to increase product robustness. Reliability testing involves
creating statistically relevant data sets to underpin the product
specification sheets. Production of customer samples is expected to commence
by the end of CY2025.

 

Ilika continues to work with Cirtec to support a portfolio of 21 current
Stereax customers. Demand from applications such as smart orthopedics,
orthodontics, neurostimulation and smart contact lenses has created
opportunities in the medical device sector, which is the sector generating the
strongest demand and accordingly the Company is increasing its commercial
collaboration alongside Cirtec in the year ahead. Commercial ramp up in this
space usually takes three to five years, depending on the regulatory
classification of the device. As demand for Stereax increases over the coming
years, Cirtec intends to expand Stereax production capacity.

 

Large Format Goliath Batteries

Ilika's Goliath batteries are differentiated from other solid state prototype
cells through the Company's choice of materials, cell architecture and
manufacturing process. The key material choices to be made by SSB developers
relate to the selection of cathode, electrolyte and anodes. Different
developers have selected distinct combinations of these materials to achieve
an outcome suitable for their target markets. Ilika has chosen materials that
have the potential to enable longer range vehicles with battery packs that
last longer and can be recycled more easily.

 

 

Ilika's initial target market for Goliath in automotive is the luxury
performance market, which is less cost-sensitive than higher volume segments
and can tolerate a price premium for the enhanced vehicle range. To address
this market, Ilika is driving forward its Goliath development programme based
on a solid state pouch cell demonstrating significant improvements relative to
commercially available EV batteries, with resulting benefits in vehicle
weight, cost and extended range. The cells are made from readily available
materials including a lithium-nickel-manganese-cobalt oxide ("NMC") cathode
and a silicon anode.

 

Over the first six months of CY24, Ilika manufactured and tested batches of
pouch cells based on its D4 development point, prior to delivering fully
characterised P1 cells to customers in H2 CY24.

 

In parallel with the customer validation of P1 cells, Ilika continued its
development roadmap and in October 2024 it released third-party validated
safety data as part of its D5 development milestone. The following month, in
November 2024, it announced that it had successfully reached its D6 milestone
by testing 10Ah cells. The systematic testing to industry standards
demonstrated the increased capacity of its cells as it systematically moves
along its development roadmap for customers.

 

Ilika expects to release its next batch of prototypes, 10Ah P1.5s, to
customers later in the summer of CY25. Work is continuing on Ilika's roadmap
through to MVP, for which the corresponding D8 development point was achieved
at the end of the HISTORY project in Q1 2025. The MVP, or P2 prototypes, will
be cells released at the end of CY25, meeting customer-agreed specifications
for EVs, underpinning licensing opportunities.

 

Ilika is currently implementing a plan to increase the capacity of its
existing pre-pilot production facility using automation and larger scale items
of equipment, such as a roll-to-roll coater, to provide larger volumes of
evaluation cells to customers. Ilika is targeting an installed capacity of 1.5
MWh/a to allow it to scale production volumes and mature its technology to the
level required to respond to automotive requests for quotation (RFQ) by the
end of 2025. In addition, Ilika has worked closely with the UK Battery
Industrialisation Centre (UKBIC) to complete large scale preparation of
Goliath electrolyte and the coating of Ilika's composite electrode-electrolyte
on industry standard giga-scale equipment. The resulting batteries showed
improved performance and higher manufacturing yield than cells produced on
Ilika on production equipment.

 

Ilika's experience working with automotive partners has shown that the
industry expects suppliers to have reached what it defines as A-Sample
readiness to respond to RFQs. Beyond 1.5 MWh/a, at B- and C-Sample readiness
and volumes, Ilika intends to work with manufacturing partners such as UKBIC
to scale to higher levels of production capacity on production-intent
equipment i.e., equipment that could be used for mass production.

 

Goliath Funding

Completed the Automotive Transformation Fund's £2.7m grant-supported SiSTEM
project, in which Ilika collaborated with MPac plc, UK Battery
Industrialisation Centre (UKBIC) and Tata Sons subsidiary Agratas.

 

Ilika has financed its Goliath technology development programme with equity
funding supplemented by grant funding from the Faraday Battery Challenge
("FBC") and the Advanced Propulsion Centre ("APC"). In this financial year,
Ilika's development efforts have been supported by the continuation of the FBC
24-month, £8.2m grant-funded HISTORY project, steered with input from BMW and
Fortescue WAE, to integrate high silicon content electrodes into Goliath.
Ilika completed execution of the HISTORY project in Q1CY25 with the delivery
of an 50Ah Goliath prototype.

 

Since October 2023, Ilika's scale-up work has been supported by the Automotive
Transformation Fund 16-month, £2.7m grant-supported SiSTEM project, in which
Ilika collaborated with Mpac plc and UKBIC. Tata Sons subsidiary Agratas
joined the SiSTEM project in April 2024. SiSTEM is resulting in the addition
of a 1.5 MWh/a assembly line to Ilika's automated pilot line capability.

 

 

 

Ilika and Agratas also announced that they had entered into a bi-lateral
technology collaboration agreement and a Heads of Terms covering a potential
longer-term collaboration through to gigafactory implementation.

 

Furthermore, Ilika continues to grow its commercial pipeline, interacting with
a portfolio of 21 automotive and consumer appliance OEMs and Tier1s globally,
with a view to intensifying interactions through both grant-supported and
commercially funded collaborations as the Goliath technology matures.

 

Patent Position

Building Ilika's intellectual property portfolio in solid state batteries has
continued to be a focus this year. Ilika believes its patents ring-fence and
protect critical IP to avoid competitors working around a single patent. Ilika
now maintains a portfolio of 78 granted patents and holds trade secrets in
solid state batteries.

 

Quality Management System

Ilika has maintained its certification for ISO 9001:2015, which is the
world's most widely recognized QMS and helps organisations to meet the
expectations and needs of their customers. The certification promotes the
development of continual improvement, customer satisfaction, traceability, and
international best practices.

 

Environmental Management System

The Company has also maintained its ISO 14001:2015 certification, which is
part of a family of standards developed by the International Organisation for
Standardisation. It specifies the requirements for an environmental management
system that an organisation can use to enhance its environmental performance.
The certification confirms that environmental impact is being continuously
monitored and improved.

 

Environmental, Social & Governance ("ESG")

The Board takes a proactive approach to ESG matters looking to adopt the best
practice and recommendations from the Quoted Companies Alliance ("QCA")
Corporate Governance Code. The Group is committed to achieving a real and
sustainable positive impact on the broader community by adopting
environmentally responsible policies so it can demonstrate a responsible and
balanced approach to corporate governance.

 

Key performance indicators ("KPIs")

The Board monitors the Group's progress against a set of KPIs. Technical KPIs
benchmark battery development milestones and patent applications. Commercial
KPIs link the technical development programmes to the sales pipeline and
engagement of commercialisation partners. Operational KPIs ensure that
overheads and cash resources are tightly controlled.

 

The most important financial KPIs are the cash position, turnover and
profitability of the Group, which remain under constant focus and are
considered in the financial review.

 

Section 172 Statement

Section 172 of the Companies Act 2006 requires Directors to take into
consideration the interests of stakeholders and other matters in their
decision making. The Directors continue to have regard to the interests of the
Group's employees and other stakeholders, the impact of its activities on the
community, the environment and the Group's reputation for good business
conduct, when making decisions. In this context, acting in good faith and
fairly, the Directors consider what is most likely to promote the success of
the Group for its members in the long term. The Board regularly reviews the
Group's principal stakeholders and how it engages with them. This is achieved
through information provided by management and also by direct engagement with
stakeholders themselves.

 

 Why engagement is important                                                     Engagement process                                                              Strategic decisions in the year
 Investors
 To communicate and secure support for our long-term strategic objectives        AGM, analyst presentations, institutional investor presentations. Use of        Decision to hold a Capital Markets Day for investors, prospects and analysts.
 effectively and to promote long-term holdings.                                  Investor Meet Company and Directors' Talk platforms to extend reach to retail

                                                                               investors.

                                                                               Trading on OTCQX best market to extend coverage to US retail investors.         Successful equity placing to support continued collaboration with Cirtec and
                                                                                                                                                                 to support the grant-assisted development of Goliath through to partner
                                                                                                                                                                 commercial prototypes (A-Samples).
 Employees
 To deliver our long-term strategic objectives. To promote our culture, purpose  Transparent cascading Key Performance Indicators that link directly to the      Issue of EMI stock options.
 and values and support their well-being whilst maintaining low turnover and     Company objectives.

 high productivity rates

                                                                                 Twice yearly performance evaluations with objective setting and reviews.

                                                                               Performance related pay review.
                                                                                 Formal policies and procedures.

                                                                                 Quarterly, all-company, update meetings.

                                                                                                                                                                 Implementation of private medical insurance.
 Community and environment
 To ensure activities are socially and environmentally responsible and meet the  Promotion of the employee-led "Green Champions", a cross-company working group  Maintained ISO accreditations (9001 and 14001). Continued use of electricity
 highest standards.                                                              to ensure green initiatives are raised and followed through.                    solely from renewable sources.

                                                                                                                                                                 Maintained an electric vehicle salary sacrifice scheme.

                                                                                                                                                                 Undertook carbon offset program to minimise carbon footprint.
 Business relationships                                                          Engagement process                                                              Strategic decisions in the year
 To enable balanced decisions which incorporate viewpoints of customers,         Attendance at conferences and customer and supplier meetings.                   Co-marketing development discussions with Cirtec including joint marketing at
 suppliers and regulators and ensure Company's integrity, brand and reputation                                                                                   various key industry trade shows. Engagement with existing and new customers
 are upheld.                                                                                                                                                     on demand and development of Stereax for their use cases.

                                                                                                                                                                 Grant-supported SiSTEM collaboration with Mpac, UKBIC and Agratas.

                                                                                                                                                                 Engagement and feedback from a range of automotive OEM and Tier 1
                                                                                                                                                                 manufacturers on specifications and testing of P1 prototype cells, with
                                                                                                                                                                 further discussions to establish demand for P1.5 prototype batteries under
                                                                                                                                                                 development.

 

 

FINANCIAL REVIEW

 

The Financial Review should be read in conjunction with the consolidated
financial statements of the Company and Ilika Technologies Limited (together
the 'Group') and the notes thereto on pages 37 to 59. The consolidated
financial statements are presented under international accounting standards in
conformity with the requirements of the Companies Act 2006. The financial
statements of the Company continue to be prepared in accordance with
International Financial Reporting Standards in conformity with the
requirements of the Companies Act 2006 and are set out on pages 61 to 65.

 

 

 

 

Statement of Comprehensive Income

 

Turnover

Turnover, all from continuing activities, for the year ended 30(th) April 2025
was £1.1m (2024: £2.1m). This includes £1.0m of grant income recognised
from two projects that the Company has in progress with Innovate UK (2024:
£2.1m from two programmes) with both of these programmes successfully
completed within the financial year. Non-grant turnover in the year was £0.1m
(2024: £0.0m) predominantly related to the delivery of Goliath P1 cells and
associated 12 month technical collaboration agreement with an automotive tier
1 (2024: £0.0m).

 

Other Operating Income

The Company has previously benefitted from Research & Development
Expenditure Credit (RDEC), however following the merging of this scheme with
the SME R&D relief scheme, announced in 2023 and implemented from April
2024 the Company no longer receives RDEC with the benefit now included in the
R&D tax credit. Other operating income for 2025 was therefore £0.0m
(2024: £0.5m).

 

Administrative expenses and losses for the period

Administrative costs of the year increased from £7.4m in 2024 to £7.6m in
2025. While direct R&D expenditure has reduced marginally to £3.3m (2024:
£3.5m). Costs for the ongoing Stereax development have stabilised following
the licencing agreement with Cirtec and technology transfer activity. Staff
costs stable at £4.7m in 2025 against £4.8m in 2024.

 

Average staff numbers during the year marginally increased from 68 to 70 which
reflects additional staff in the Goliath team as we scale this product line
towards commercialisation.

Development costs £1.0m of were capitalised in the year compared to £0.8m in
2024.The share-based payment charge increased from £383k in 2024 to £528k in
2025, reflecting the timing of options being issued.

 

The underlying level of loss that is measured by Earnings Before Interest,
Tax, Depreciation and Amortisation and Share-based payments (adjusted EBITDA)
shows an increased loss from £4.1m in 2024 to a loss of £5.2m in 2025. This
is a reflection of the reduction in revenue, a reduction in spend on Stereax
operations following the licencing agreement and technology transfer to Cirtec
offset by additional spend resulting in the ramp up of Goliath activity and
production of P1 cells.

 

Statement of financial position and cash flows

At 30(th) April 2025, current assets amounted to £11m (2024: £14.8m),
including cash, cash equivalents and bank deposits of £8.0m (2024: £11.9m).

 

The principal elements of the £3.9m decrease in net assets were:

·    Operating cash outflow of £5.2m (2024: £4.1m);

·    Capital expenditure on intangible development costs, plant, property
and equipment of £2.1m (2024: £1.7m) which relates to the capitalisation of
Stereax R&D expenditure and equipment for the testing of Goliath cells;

·    Other financial assets have reduced reflecting the length of maturity
of medium term investments.

·    Proceeds from the issuance of share capital net of costs of £2.2m
(2024: £0m)

·    A reduction in tax received reflecting the RDEC scheme classified as
income for 2025 resulting in R&D tax claims of £0.5m (2024: £1.7m);

 

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

Commercial risk

 

The Group is subject to competition from competitors who may develop more
advanced and less expensive alternative technology platforms, both for
existing products and for those products currently under development.

 

 

The Group seeks to reduce this risk by continually assessing competitive
technologies and competitors. The Group seeks to commercialise its batteries
through multiple channels to reduce overreliance on individual partners and,
in agreements with partners, it ensures that there are commercialisation
milestones which must be met for the partner to retain the rights to
commercialise the intellectual property.

 

Financial risk

 

The Group is reliant on a small number of significant customers, partners and
grant funding bodies. Termination of these agreements or grant polices could
have a material adverse effect on the Group's results or operations or
financial condition. The Group expects to incur further operating losses as
progress on development programmes continue.

 

The Group seeks to reduce this risk by broadening the number of customers and
partners and thereby reduce reliance on individual significant companies and
by leveraging its IP and resources over multiple projects. The Group applies
for Research and Development tax credits to help mitigate its investment in
these activities.

 

Intellectual property risk

 

The Group faces the risk that intellectual property rights necessary to
exploit research and development efforts may not be adequately secured or
defended. The Group's intellectual property may also become obsolete before
the products and services can be fully commercialised.

 

The Group reduces this risk by contracting specialist patent agents and
attorneys with extensive global experience of patenting and licensing.

 

Dependence on senior management and key staff

 

Certain members of staff are considered vital to the successful development of
the business. Failure to continue to attract and retain such highly skilled
individuals could adversely affect operational results.

 

The Group seeks to reduce this risk by offering appropriate incentives to
staff through competitive salary packages and participation in long-term share
option schemes and a good working environment.

 

Conflict risk

 

The ongoing conflicts in Ukraine and the Middle East have created inflationary
pressures across the supply chain, but there is no specific consumable or
product from the regions upon which Ilika is particularly reliant. Current
inflation forecasts have been factored into the forward-looking financial
forecasts.

 

Global tension resulting from recent tariff activity has been considered by
the Board with the main risk resulting from imports from and to the USA.
Through the implementation of the Cirtec contract for the Stereax product line
the Company has negated any significant risk to sales into this key medical
market for the products and continues to wort with Cirtec and a range of
specialist advisors to negate any tariff or duty risk on materials passed
between the companies. The Board has not identified any additional risks
arising for the Goliath product due to the location of key suppliers for these
raw materials.

 

Environmental, Social and Governance Risks

 

The Group has developed products which rely on materials and supply chains
which may be impacted by changes in environmental social and governance
factors. Changing regulatory requirements may bring additional cost to the
development and implementation of our products.

 

 

 

The Group seeks to minimise risks by following a proactive approach to all ESG
items, ensuring that we source from appropriate supply chain partners who
match our own ethos and values. The Group engages industry experts to advise
and support our ongoing development and to remain informed on all current and
potential future legislation and governance matters in this sector which may
affect the Group. The global drive for decarbonization and environmentally
supportive technologies may impact the legislative and governance of the Group
however it also represents an opportunity in the legislative driven change and
adoption of EV's providing a growing market for our Goliath product.

 

By order of the Board

 

 

 

 

 

 

Mr. K Jackson
 
Graeme Purdy

Chairman
            CEO

16(th) July 2025

 

 

 

ILIKA plc

 

DIRECTORS' REPORT

 

Directors

 

The Directors who served on the board of Ilika during the year and to the date
of this report were as follows:

 

Executive

Mr G Purdy (CEO)

Mr J Stewart (CFO)

 

Non-Executive

Prof. K Jackson (Chairman)

Mr. J Millard (Senior Independent Director)

Dr. M. Biddulph

 

Mrs M Petitt is current Company Secretary.

 

Research and development costs

 

In accordance with the policy outlined in note 1, the Group incurred research
and development expenditure of £3,345.7k in the year (2024: £3,506.2k). In
addition, amounts totalling £1,037.2k (2024: £819.3k) were capitalised in
the year. Commentary on the major activities is given in the Strategic Report.

 

Financial instruments

 

The use of financial instruments and financial risk management policies is
covered in the Strategic Report and also in note 15 of the financial
statements.

 

Future developments

 

Information on the future developments of the business are included in the
Strategic Report on page 4.

 

Directors indemnities

 

The Company has made no qualifying third part indemnity provisions during the
year and no further provisions have been made at the date of this report.

 

Political Donations

 

The Company has made no political donations during the period.

 

Dividends

 

The Directors do not recommend the payment of a dividend.

 

Directors' interests in ordinary shares

 

The Directors, who held office at 30(th) April 2025, had the following
interests in the ordinary shares of the Company:

             Number of shares
             30th April 2024  30th April 2025

 G Purdy     782,927          836,498
 K Jackson   102,142          119,999
 M Biddulph  16,071           16,071
 J Stewart   -                7,143
 J Millard   -                -

 

 

During the year, no Directors exercised options nor sold shares.

 

Substantial shareholdings

 

On 20 June 2025 the Company had been notified of the following holdings of 3%
or more of the issued share capital of the Company.

 

 Shareholder                             No. of ordinary shares  % shareholding
 GPIM(1)                                 22,942,545              12.69%
 Charles Schwab, New York (ND)           16,831,903              9.31%
 Janus Henderson Investors(2)            14,608,946              8.1%
 Schroder Investment Management(2)        8,991,475              4.97%
 Herald Investment Management             7,656,024              4.23%
 Hargreaves Lansdown, stockbrokers (EO)   6,456,744              3.57%
 Interactive Investor (EO)                6,300,710              3.48%
 Octopus Investments(2)                  5,638,227               3.12%

 

(1) GPIM shareholding includes both Non Discretionary (17,139,044 shares or
9.5% of issued ordinary share capital) and Execution only (5,803,501 shares or
3.2% of issued ordinary share capital)

(2) Shares held in more than one fund aggregated for total holding.

 

Post balance sheet events

Following the end of the financial period on 30(th) April 2025 the Group
completed a fund raise comprised of an institutional placing and retail offer
resulting in £4.2m of additional funds gross of costs. This transaction was
completed on 2 June 2025 with the funds remitted to the Group and the new
shares admitted to trading on the AIM market.

 

On 15(th) July 2025 the Group announced that it had been awarded further grant
funding. This support is being provided from the newly launched Demonstrate
fund, facilitated by the Advanced Propulsion Centre UK (APC), in a 12-month,
£3 million collaboration programme, of which Ilika will receive £1.25
million in grant funding commencing 1(st) August 2025.

 

Auditors

 

All the current directors have taken all the steps that they ought to have
taken to make themselves aware of any information needed by the Company's
Auditors for the purposes of their audit and to establish that the Auditors
are aware of that information. The Directors are not aware of any relevant
audit information of which the Auditors are unaware.

 

A resolution to re-appoint BDO LLP will be proposed at the next Annual General
Meeting.

 

By order of the board

 

 

 

 

Mandy Petitt

Company Secretary

 

 

DIRECTORS' REMUNERATION REPORT

 

Remuneration Committee

The Group's remuneration policy is the responsibility of the Remuneration
Committee (the 'Committee'). The terms of reference of the Committee are
outlined in the Corporate Governance Statement on page 20. The Committee
members are Keith Jackson (Chairman), Jeremy Millard and Monika Biddulph, all
of whom are independent Non-Executive Directors. The Chief Executive Officer
and certain executives may be invited to attend Committee meetings to assist
with its deliberations, but no executive is present when their own
remuneration is being discussed.

 

Remuneration policy

(i) Executive remuneration

The Committee has established a remuneration policy which will enable it to
attract and retain individuals of the highest calibre to run the Group. The
Committee is committed to ensuring that the Group reward framework continues
to align Executive performance with shareholder expectations, as well as with
the customer experience, while ensuring that pay remains competitive to retain
the right talent and aligned to the strategy of the Group over the short and
long term.

 

The Committee seeks independent validation and recommendations on the
remuneration policy and levels by way of a bi-annual benchmarking exercise
taking into account factors including but not limited to: individual
performance, the individual's experience, regulatory developments and/or any
significant changes in an individual's role and responsibilities.

 

Components of remuneration Policy

 

 Base Salary
 Purpose and link to strategy                                                     Operation                                                                        Maximum Opportunity                                                              Performance metrics
 Externally competitive base pay allows us to attract and retain high-calibre     Reflects the role of the individual within the Company, taking account of        Base pay is not capped. Increases to base pay for Directors may be               Take into account Group and individual performance, external benchmark
 Executives with the skill to develop, lead and deliver the business strategy.    responsibilities and experience. Base pay may be reviewed from time to time,
                                                                                information and internal relativities.
                                                                                  but at no greater frequency than once annually. Any increase to base pay is      considered taking into account practice for employees generally across the
                                                                                  subject to approval by the Remuneration Committee and would normally be          Company, regulatory requirements, consultation feedback and any relevant
                                                                                  applicable from 1 January.                                                       market information.
 Pension
 The pension provides an important and competitive benefit within the overall     Executive Directors are eligible to participate in the Group pension scheme .    The maximum pension contribution is 10% of base salary. The Company will         n/a
 remuneration package for Executive Directors.                                    They can make voluntary additional contributions  via a salary sacrifice         contribute the ERNI benefit from the salary sacrifice arrangement.
                                                                                  arrangement
 Annual Incentive Plan (AIP) and Deferred Bonus Plan (DBP)
 To motivate Executive Directors to achieve and exceed the business plan,         Annual bonus awards are discretionary and are determined by reference to the     The maximum award opportunity under the AIP will normally be no more than 100%   An annual corporate scorecard based on targets for financial and strategic
 rewarding annual financial and strategic targets and adherence to Company        Company's performance against a scorecard of financial and strategic goals.      of salary in respect of any financial year, including any deferred element.      measures is developed for review and agreement at the start of each year by
 Values, within the Company's risk appetite.                                      Awards may be made 50% cash and 50% in shares/share-like instruments. Deferral   Annual bonus awards can be made up to 100% of total fixed remuneration in        the Remuneration Committee. This forms the basis of the bonus pool. These
                                                                                  of part of the annual bonus is applied in accordance with the requirements of    respect of any financial year, less any other variable remuneration awarded in   measures include a combination of financial, technical and strategic goals
                                                                                  the Remuneration Committee . The level of deferral for the Executive Directors   respect of that financial year.                                                  aligned to the Company's strategic plan. Financial measures may include, but
                                                                                  is as per the Remuneration Committee. Malus and clawback provisions apply to                                                                                      are not restricted to, such measures as underlying income, operating expenses,
                                                                                  share/share-like instrument awards, including the deferred elements.                                                                                              capital expenditure and cash management. Technical measures may include
                                                                                                                                                                                                                                                    development milestones for each of the Stereax and Goliath product lines.
                                                                                                                                                                                                                                                    Strategic goals may include commercial engagement, ESG compliance among other
                                                                                                                                                                                                                                                    metrics.
 Long‑Term Incentive Plan - restricted share unit awards
 To incentivise senior management to deliver a sustainable Company, by            The Committee will determine the award levels to be granted in respect of any    The maximum award opportunity under the LTIP will normally be 100% of base       Performance measures for the LTIP are based on development of long term
 providing over the longer term value to shareholders, regulatory stability       financial year, in compliance with regulatory requirements and the Ilika plc     salary in respect of any financial year.                                         shareholder value through share price growth as agreed by the Committee in
 and, for customers, employees and other stakeholders, promoting the principles   Long Term Incentive Plan 2018 (the "LTIP"), which was adopted by shareholders                                                                                     line with the Company's long term priority of delivering sustainable returns
 enshrined in the Company's Values.                                               at the 2018 AGM. Awards will be made in the form of share/share-like                                                                                              to shareholders. Before any part of any LTIP award may vest, the Committee
                                                                                  instruments. Following grant, the award is subject to a three year vesting                                                                                        must be satisfied that the Company's underlying financial performance
                                                                                  period throughout which the overall value will fluctuate dependent on                                                                                             justifies such vesting. This will be assessed by the Remuneration Committee.
                                                                                  performance conditions and/or the value of the Company share price. Malus and                                                                                     Performance measures for LTIP awards may be subject to change to ensure
                                                                                  clawback provisions apply to awards in full and are explained in more detail                                                                                      continued alignment with the business strategy and any future regulatory
                                                                                  in the notes to the policy below.                                                                                                                                 review or requirements.

 Benefits
 Benefits are provided to attract and retain executives with the appropriate      Executive Directors receive a benefits package generally set by reference to     Benefits are set taking into account affordability and market practice for       n/a
 skills to drive the business and to ensure that the overall package is           market practice in companies of a similar size and complexity and/or business    comparable roles. Costs may vary by provider from year to year. The Committee
 competitive in the market.                                                       scope. Benefits provided include, private medical insurance, life insurance,     keeps the benefits and levels under review. It may remove benefits that
                                                                                  and income protection. Relocation support may be provided if required upon the   Executive Directors receive or introduce other benefits if it considers it is
                                                                                  appointment of a new Executive Director. The Committee may periodically amend    appropriate to do so.
                                                                                  the benefits available to all employees. The Executive Directors are eligible
                                                                                  to receive such benefits on similar terms to other Senior Executives.

 

 

Remuneration policy (continued)

 

(ii) Chairman and non-executive Director remuneration

The Chairman, Keith Jackson receives a fixed fee of £74,570 per annum. Jeremy
Millard and Monika Biddulph receive a fixed fee of £37,845 per annum. The
fixed fee covers preparation for and attendance at meetings of the full Board
and committees thereof. The Chairman and the executive directors are
responsible for setting the level of non-executive remuneration. The
Non-Executive Directors are also reimbursed for all reasonable expenses
incurred in attending meetings. Non Executive contracts will continue until
terminated by either party.

 

Executive Director contracts are subject to a notice period of twelve months
(CEO) and six months (CFO).

 

All remuneration policies will be reviewed regularly using independent
remuneration consultants to maintain adherence with best market practice as
appropriate.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIRECTORS' REMUNERATION REPORT (continued)

 

Directors' remuneration

 

The aggregate remuneration received by directors who served during the year
ended 30(th) April 2025 and 30(th) April 2024 was as follows:

 

                                     Benefits in kind                                                          Company Pension*  Total

                          Basic                        Bonus   Total                 Pension

                          Salary                               Short term benefits   sacrificed by Employee*

 Year to 30th April 2025  £          £                 £       £                     £                         £                 £
 G Purdy                   217,211   3,085             71,874   292,170              -                         23,366             315,536
 J Stewart                 133,782   1,231             17,857   152,870              38,162                    18,579             209,611
 K Jackson                 74,570    -                 -        74,570               -                         -                  74,570
 J Millard                 37,845    -                 -        37,845               -                         -                  37,845
 M Biddulph                37,845    -                 -        37,845               -                         518                38,363
                          ------     ------            ------  ------                ------                    ------            ------
                          501,253    4,316             89,731  595,300               38,162                    42,463            675,925
                          ------     ------            ------  ------                ------                    ------            ------
 Year to 30th April 2024
 G Purdy                   183,415   2,504             27,947   213,866               41,682                    27,867            283,415
 J Stewart                 130,702   941               3,283    134,926               28,542                    16,666            180,134
 K Jackson                 71,341    -                 -        71,341               -                         -                  71,341
 J Millard                 35,938    -                 -        35,938               -                         -                  35,938
 M Biddulph                35,938    -                 -        35,938               -                         -                  35,938
                          ------     ------            ------  ------                ------                    ------            ------
                          457,334    3,445             31,230  492,009               70,223                    44,533            606,766
                          ------     ------            ------  ------                ------                    ------            ------

 

 

Benefits in kind include critical illness cover and Private medical.

* The Company operates a salary sacrifice pension scheme, details of which can
be found on page 14 within the remuneration policy.

 

 

Share options

 

The share options of the Directors are set out below:

 Unapproved  Type   2024       2025       Exercise Price (p)  Min                 Full                    Vesting Date   Expiry date

Number
Number

                                                              Vesting Price (a)   Vesting Price (b)
 G Purdy     Bonus  75,810     75,810     1                   N/A                 N/A                     Aug-18         Aug-27
 G Purdy     LTIP   1,127,777  1,127,777  1                   27                  54                      Jan-22         Jan-29
 G Purdy     Bonus  207,229    207,229    1                   N/A                 N/A                     Aug-20         Aug-29
 G Purdy     Bonus  65,812     65,812     1                   N/A                 N/A                     Sep-21         Sep-30
 G Purdy     Bonus  33,394     33,394     1                   N/A                 N/A                     Sep-22         Sep-31
 G Purdy     LTIP   416,954    416,954    1                   78                  156                     Jan-26         Jan-33
 G Purdy     Bonus  131,005    131,005    1                   N/A                 N/A                     Sep-24         Sep-33
 G Purdy     LTIP   492,764    492,764    1                   66                  132                     Dec-26         Dec-33
 G Purdy     Bonus  -          288,143    1                   N/A                 N/A                     Sep-25         Sep-34
 G Purdy     LTIP   -          702,994    1                   51                  102                     Feb-28         Feb-35
 J Stewart   Bonus  15,799     15,799     1                   N/A                 N/A                     Sep-24         Sep-33
 J Stewart   LTIP   140,909    140,909    1                   66                  132                     Dec-26         Dec-33
 J Stewart   Bonus  -          103,660    1                   N/A                 N/A                     Sep-25         Sep-34
 J Stewart   LTIP   -          505,806    1                   51                  102                     Feb-28         Feb-35

 Approved    Type   2024       2025       Exercise Price      Vesting             Full Vesting Price (b)                 Expiry date

Number
Number

                                                              Price (a)                                   Vesting Date
 J Stewart   EMI    300,000    300,000    52                  52                  69.2                    Jan-26         Jan-33
 J Stewart   EMI    213,636    213,636    44                  44                  58.6                    Dec-26         Dec-33

 

Unapproved Executive Bonus options are granted as specified in the Directors
remuneration policy shown on page 14 to 16 of this report. Bonus options are
awarded in lieu of cash payment and are subject to a one-year vesting period.
Executive bonus options are awarded in relation to the achievement of company
KPI targets in respect of financial performance, technical development for
both Stereax and Goliath products, the creation of new Patents and other
company KPI's. These KPI targets are set by the Board annually.

 

Unapproved Executive LTIP options are granted as specified in the Directors
remuneration policy shown on page 15 of this report. Options are awarded with
a three year vesting period and the vesting price has been set to support
long-term shareholder returns through the delivery of strategic milestones.
Option awards vest on a straight-line basis between the minimum vesting price
(a) and full vesting price (b).

 

Approved EMI shares are offered in lieu of LTIP options where the individual
has not fully utilised the approved allowance under the HMRC EMI scheme rules.
EMI shares have a three year vesting period and the vesting price has been set
to support long-term shareholder returns through the delivery of strategic
milestones. Option awards vest on a straight-line basis between the minimum
vesting price (a) and full vesting price (b).

 

A total of 153,541 options lapsed during the year. Share based payment charge
attributable to directors in the year was £275,394 (2024: £281,766).

 

 

 

Mr. K Jackson

Chairman of the Remuneration Committee

 

Statement of Directors' responsibilities in respect of the Annual Report and
the Financial Statements

 

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 are required to prepare the
Group and Company financial statements in accordance with UK adopted
international accounting standards.  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 Group and Company and of the
profit or loss of the Group and 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;

·     state whether they have been prepared in accordance with UK adopted
international accounting standards subject to any material departures
disclosed and explained in the financial statements;

·     prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Group and 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
requirements of 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.

 

Website publication

 

The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website.  Financial statements are
published on the Company's website in accordance with legislation in the
United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions.  The
maintenance and integrity of the Company's website is the responsibility of
the Directors.  The Directors' responsibility also extends to the ongoing
integrity of the financial statements contained therein

 

Going concern

 

The Directors have prepared and reviewed financial forecasts. After due
consideration of these forecasts,  current cash resources, and the recently
completed fund raise of £4.2m gross of fees, the Directors consider that the
Company and the Group have adequate financial resources to continue in
operational existence for the foreseeable future (being a period of at least
twelve months from the date of this report), and for this reason the financial
statements have been prepared on a going concern basis.

 

By order of the Board

 

 

 

 

 

Graeme Purdy

Chief Executive

16(th) July 2025

 

CORPORATE GOVERNANCE STATEMENT

We confirm that our governance structures and practices are in agreement with the provisions of the Quoted Companies Alliance (QCA) Corporate Governance Code (2023) for small and mid-size quoted companies. Our statement of compliance with the 10 principles of the QCA Corporate Governance Code is set out below and on our website: https://www.ilika.com/investors/corporate-governance.
 Principle                                                                     Disclosure
 Establish a purpose, strategy and business model which promotes long-term     Business strategy outlined on page 4.
 value for shareholders.
 Seek to understand and meet shareholder needs and expectations.               See the "Shareholder engagement" section in Corporate Governance Statement.
 Take into account wider stakeholder and social responsibilities and their     See the "Shareholder engagement" section in Corporate Governance Statement.
 implications for long term success.                                           Further information can be found on the Ilika website.
 Embed effective risk management, internal controls and assurance activities,  See risk management and internal control section in Corporate Governance
 considering both opportunities and threats, throughout the organisation.      Statement.
 Establish and maintain the board as a well-functioning, balanced team led by  See the "Board of directors" section in Corporate Governance Statement, and
 the chair.                                                                    further information in the Nominations Committee report found on pages 25-26
 Maintain appropriate governance structures and ensure that individually and   See the "Board experience" section in Corporate Governance Statement and
 collectively the Directors have the necessary up-to-date experience, skills   further information in the Nominations Committee report found on pages 25-26
 and capabilities.
 Evaluate all elements of board performance based on clear and relevant        See the "Performance evaluation" section below in Corporate Governance
 objectives, seeking continuous improvement.                                   Statement and further information in the Nominations Committee report found on
                                                                               pages 25-26
 Promote a corporate culture that is based on sound ethical values and         See the "Promoting ethical values and behaviours" section in Corporate
 behaviours.                                                                   Governance Statement.
 Establish a remuneration policy which is supportive of long-term value        See the "Directors Remuneration report" commencing on p14.
 creation and the Company's purpose, strategy and culture.
 Communicate how the Company is governed and is performing by maintaining a    See the "Shareholder engagement" section in Corporate Governance Statement.
 dialogue with shareholders and other relevant stakeholders.

 
Shareholder engagement

The Board recognises the importance of communicating with its shareholders and
maintains dialogue with institutional shareholders and analysts, presentations
are made when financial results are announced. The Group retains the services
of a professional financial public relations company, who assist with ensuring
the accurate and timely communication of relevant corporate, financial and
other regulatory news. The Annual General Meeting is the principal forum for
dialogue with private shareholders who are given the opportunity to raise
questions at the meeting, and to meet directors and senior managers of the
business who make themselves available after each meeting.  The Company aims
to send out the notice of the Annual General meeting at least 21 working days
before the meeting and publish the results of resolutions (which are usually
voted on by electronic submission prior to the meeting or by show of hands) in
a Regulatory News Statement after the relevant meeting. Shareholders also have
access to the Company's website and interactive Investor Meet Company
web-based presentations.

Meeting the needs and objectives of shareholders

The Board appreciates that the diverse shareholder base of the Group may have
differing objectives for their investment in the business, and therefore the
importance of ensuring that Non-Executive Directors ("NED") have an up to date
understanding of these perspectives is well recognised. Directors will
therefore routinely engage with both institutional and private investors and
will seek out opinions on unusual or potentially controversial matters before
adopting policy changes or tabling shareholder resolutions. The Board will
always review written feedback reports from investors following financial
results "roadshows" and will always consider information received from
institutional voter advisory firms.

Promoting Ethical Values and Behaviours
The Board has primary responsibility for ensuring that the Group operates according to the highest ethical standards. The Directors believe that the main determinant of whether a business behaves ethically and with integrity is the quality of its people. The Directors have responsibility for ensuring that individuals employed by the Group demonstrate the highest levels of integrity. In addition, the Group has a formal Share Dealing Code.
Board of directors

The Board of directors (the 'Board') consists of a Non-Executive Chairman, two
Executive Directors and two Non-Executive Directors.

The responsibilities of the Non-Executive Chairman and the Chief Executive
Officer are clearly divided. The Chairman is responsible for overseeing the
formulation of the overall strategy of the Company, the running of the board,
ensuring that no individual or group dominates the Board's decision making and
ensuring that the Non-Executive Directors are properly briefed on matters.
Prior to each Board meeting, directors are sent an agenda and Board papers for
each agenda item to be discussed. Additional information is provided when
requested by the Board or individual directors.

The Chief Executive Officer has the responsibility for implementing the
strategy of the Board and managing the day to day business activities of the
Group through his chairmanship of the executive committee.

The Non-Executive Directors bring relevant experience from different
backgrounds and receive a fixed fee for their services and reimbursement of
reasonable expenses incurred in attending meetings.

The Senior Non-Executive Director is responsible for providing a sounding
board to the Chair and to act as an intermediary for other directors and
stakeholders outside of the normal channels of communication.

 

The Board retains full and effective control of the Group. This includes
responsibility for determining the Group's strategy and for approving budgets
and business plans to fulfil this strategy. The full Board ordinarily meets
bi-monthly.

The Company Secretary is responsible to the Board for ensuring that Board
procedures are followed and that the applicable rules and regulations are
complied with. All directors have access to the advice and services of the
Company Secretary, and independent professional advice, if required, at the
Company's expense. Removal of the Company Secretary would be a matter for the
Board.

Performance evaluation

The Board has a process for evaluation of its own performance, based on clear
and relevant objectives to ensure continuous improvement. All members of the
Board engaged freely and openly with the reviews and demonstrated the expected
level of commitment and held the appropriate level of skills, experience and
expertise to guide the business ad represent all stakeholder interests.
Further information on the Board performance evaluation can be found in the
Nominations Committee report on pages 25-26.

 

 

 

 

Board experience

Keith Jackson - Non-Executive Chairman

Keith has had a wide ranging and successful career in companies varying from
start-ups to multinationals. He founded and grew an automotive control systems
company whose engine control systems are used on millions of vehicles
worldwide. Following the sale of the Company to a major OEM, he joined Rolls
Royce Engines PLC where he worked as Chief Technology Officer (CTO) in the
electrical power and control systems group and later became the CTO at Meggitt
PLC. Following this Keith has held positions as the Chairman of FPE and a
Professor at Sheffield University's Automated Control and Systems Engineering
department.

Keith continues to advise a number of companies on their technologies and
strategy. Keith is a Fellow of the Society of Automotive Engineers, a previous
Rolls Royce Engineering Fellow and Royal Aeronautical Society Fellow. He is a
Computer Science graduate from University College London.

Graeme Purdy - Chief Executive Officer

Graeme was appointed to head up Ilika in May 2004, just before completion of
the Company's seed round of funding. He led the Company through two successful
rounds of venture funding before floating the Company on AIM in 2010.

Prior to joining Ilika, Graeme was Chief Operating Officer of a
high-technology company in the Netherlands and before that worked
internationally in a variety of technical and commercial roles for Shell.
Graeme holds a Master's degree in Chemical Engineering from Cambridge and an
MBA from INSEAD business school in France. Graeme is a Chartered Engineer and
a Sainsbury Management Fellow.

Jason Stewart - Chief Financial Officer

Jason is a fellow of the Chartered Institute of Management Accountants, senior
Finance Director and Executive joining Ilika in January 2023 bringing
significant commercial experience in the manufacturing sector. Most recently,
Jason spent twelve years at Sunseeker International in various senior roles
including Interim CFO where he successfully managed the Company through the
COVID-19 crisis, managing costs and re-establishing production subsequent to
the lockdown.

Prior to joining Sunseeker International Jason undertook roles across the
broad spectrum of finance including B&Q Ltd and Kerry Foods Ltd where he
completed his professional training. He brings with him a wealth of knowledge
across financial functions.

Monika Biddulph - Non-Executive Director
Monika has a wide range of experience in both the commercial and technical
aspects of an international technology business. Until 2018, Monika was a
member of the Senior Leadership Team IP Product Groups at Arm Holdings plc,
responsible for driving the execution of the product roadmaps across all lines
of business and central engineering, and previously holding various General
Manager and licensing roles in the business. Currently Monika is also a
Non-Executive Director on the board of Celebrus Technologies Plc AFC Energy
Plc International Womens Forum UK and Power Roll Limited. She was previously
NED at Linaro Limited, an open source software organisation. Monika holds a
PhD in Physics from the ETH Zurich.

Jeremy Millard - Senior Non-Executive Director

After an early career in engineering, Jeremy trained as a chartered accountant
in the late 1990s. Jeremy has over 20 years' investment banking experience and
currently provides corporate finance advice to clients in the science and deep
technology sectors via Iridium Corporate Finance Limited which he founded,
prior to which he held senior roles in a number of corporate finance houses
including heading up the technology practice at Rothschild in London. Jeremy
is currently a Non-Executive Director and Chairman of the audit committee of
UK listed Cambridge Nutritional Sciences plc (AIM: CNSL). Jeremy has
previously held NED roles with private companies Blackbullion Ltd (EdTech) and
CFPro Ltd (specialist accounting services).

 

 

 

Board Committees

As appropriate, the Board has delegated certain responsibilities to Board
Committees. These committees are made up of Non-Executive Directors to ensure
that they remain independent from the day to day operations of the Company.
The responsibilities of the individual committees are as follows:

i)          Audit Committee

The Audit Committee currently comprises Jeremy Millard (Chair), Professor
Keith Jackson and Dr. Monika Biddulph.

The Committee monitors the integrity of the Group's financial statements and
the effectiveness of the audit process. The Committee reviews accounting
policies and material accounting judgements. The Committee also reviews, and
reports on, reports from the Group's auditors relating to the Group's
accounting controls. It makes recommendations to the Board on the appointment
of auditors and the audit fee.  It has unrestricted access to the Group's
auditors. The Committee keeps under review the nature and extent of non-audit
services provided by the external auditors in order to ensure that objectivity
and independence are maintained. For further information see the Audit
Committee report which can be found on page 28

ii)         Remuneration Committee

The Remuneration Committee comprised Professor Keith Jackson (Chairman),
Jeremy Millard and Dr. Monika Biddulph.

The committee is responsible for making recommendations to the Board on
remuneration policy for Executive Directors and the terms of their service
contracts, with the aim of ensuring that their remuneration, including any
share options and other awards, is based on their own performance and that of
the Group generally. For further information see the Director remuneration
report which can be found on pages 14-18

iii)        Nomination Committee

 

The Nomination Committee comprised Professor Keith Jackson (Chairman), Jeremy
Millard and Dr. Monika Biddulph.

 

It is responsible for providing a formal, rigorous and transparent procedure
for the appointment of new directors to the board and reviewing the
performance of the board each year. For further information see the
Nominations Committee report which can be found on pages 25-26

 

Attendance at Board meetings and committees

 

The Directors are expected to attend all Board committees of which they are a
member and NED's are expected to dedicate a minimum of twelve days per annum
to the Company. During the year the Directors attended the following Board and
committees meetings during the year:

 

 Attendance           Board  Audit  Nomination  Remuneration

 Mr J Stewart         9/9    -      -           -

 Mr G. Purdy          9/9    -      -           -
 Prof K Jackson       8/9    1/2    1/1         3/3
 Jeremy Millard       9/9    2/2    1/1         3/3
 Dr. Monika Biddulph  9/9    2/2    1/1         3/3

 

 

 

Risk management and internal control

 

The Board is responsible for the systems of internal control and for reviewing
their effectiveness. The internal controls are designed to manage rather than
eliminate risk and provide reasonable but not absolute assurance against
material misstatement or loss. The Audit Committee reviews the effectiveness
of these systems primarily by discussion with the external auditor and by
considering the risks potentially affecting the Group.

 

The Board continues to improve the control of risk within the business through
the appointment of established experts who can bring relevant industry and
subject matter experience to develop better control environments. These
individuals bring developed control and risk management skills to provide
hands on experience to developing the Company and as an additional route for
the NED members of the Board to seek independent verification of the
improvements being made.

 

The Group maintains both a strategic and business risk register as dynamic
documents and as a route to track the developing risks to the Group. These
risk registers are used to manage and mitigate emerging and established risks
and escalate these to the appropriate level within the business to support a
timely response.

 

The Board has assessed the risk management activity of the Board and Group to
be appropriate for the business during its current phase of R&D and scale
up development activity.

 

The Group does not consider it necessary to have an internal audit function
due to the small size of the administration function. Instead there is a
detailed Director review and authorisation of transactions. The annual audit
by the Group auditor, which tests a sample of transactions, did not highlight
any significant system improvements in order to reduce risk.

 

The Group maintains appropriate insurance cover in respect of actions taken
against the Executive Directors because of their roles, as well as against
material loss or claims of the Group. The insured values and type of cover are
comprehensively reviewed on a periodic basis.

 

By order of the Board

 

 

 

 

Mr. K Jackson

Chairman

16(th) July 2025

 

 

 

REPORT OF THE NOMINATIONS COMMITTEE

 

Report of the Nominations Committee Chair, Mr. K Jackson

 

The Nominations Committee primary function is to enable the Board to put the
right people in the right places, both at Board and senior management level.
It must do so in a way that is transparent and procedurally fair to ensure the
avoidance of bias and I am pleased that the Committee has been engaged and
challenged throughout the year. The Nominations Committee is comprised of
three Non-Executive members of the Board but have active support and
consultation with the Executive team and Hr professionals within the Ilika
business.

 

Board Tenure & Independence

 

The Nominations Committee and the Board as a whole take the responsibility to
maintain a balanced Board with a combination of Executive and Non-Executive
roles to ensure that balance independence and objectivity remain at the heart
of the Company. In order to maintain independence, the Non-Executive members
of the Board do not participate in performance related pay and have no
additional paid for roles in supporting the Company.

 

The Board remains sensitive to the subject of independence and the Nominations
Committee undertakes periodic review and reflection on the positions, actions
and perceived independence of the members of the Board. In considering
independence the Nominations committee has considered factors including,
Length of board tenure, Roles outside of the Company, Size of shareholding,
Prior and/or current commercial or contractual relationships with the Company,
Prior and/or current commercial or contractual relationships with executive
directors, Significant incentive pay arrangements beyond a director's fee.

 

The current tenure of Ilika Board members is shown in the graph below:

 

·    Chairman         Mr. K Jackson
            11 years in all roles, 6 years as Chairman.

·    NED & SID     Mr. J Millard                7
years.

·    NED                Dr. M Biddulph           6
years

·    CEO                 Mr. G Purdy
                21 years

·    CFO                 Mr. J Stewart
               2 years

 

The Nominations Committee has taken into account best practice and guidance
under the QCA code and reviewed the matter of independence in regard to the
Chairman given his length of service as a Non-Executive member of the Board.
The overall tenure of the Chairman was considered in great detail along side
all other factors as well as the significant advantages and benefits brought
to the Company by the Chair through his broad range of skills and experience.

 

It is the conclusion of the Nominations committee that all Non-Executive
members of the Board remain independent and continue to represent the rights
of the shareholders among the many varied stakeholders of the Company.

 

Composition and diversity

The Nominations Committee remains mindful of the importance of diversity,
inclusion and the benefits of that it brings to our teams. Ilika follows the
QCA Corporate Governance Code thus takes its responsibility to reflect
diversity on the Board and within the wider Company seriously. As highlighted
by the QCA code although diversity is desirable, of most importance is
ensuring the board possesses the necessary knowledge and skillset while
avoiding groupthink.

 

Across the business, recruitment is undertaken with a view to secure the best
talent to deliver the Company goals and Shareholder value creation. The
Company employees represent a wide range of socio-economic backgrounds,
nationality, educational attainment, gender, ethnicity and age. The Science
Technology Engineering and Manufacturing (STEM) industry sectors in general,
and battery technology sector specifically, does not benefit from the same
diversity distribution that can be seen in the wider population which makes
securing candidates who meet both technical capabilities and diversity
characteristics difficult. In scouring the globe for the best talent available
Ilika is proud that it boasts employees for 22 different nationalities and
will continue to a global search pattern going forward. The Board currently
has 25% female representation and continues to look for opportunities to
increase this moving forward as long as the candidates can bring the variety
of skills and industry expertise required to drive shareholder value and
further the Ilika Company strategic goals.

 

Board Evaluation

In line with the Board's stated practice, we conducted an internal review of
Board effectiveness in 2024. The Board evaluates its performance in several
areas in both a quantitative and qualitive manner and this is used to identify
areas for optimisation in the coming year. The evaluation looks at a range of
areas including:

·    Purpose & Strategy (vision & values)

·    Performance Management (target setting, documentation &
accessibility)

·    Risk Management (appetite, assessment & mitigation)

·    Committees (relevance, performance & focus)

·    Stakeholder (engagement & representation)

·    Team (skills & continuous improvement)

Nominations Committee evaluation

Competencies are assessed through an evaluation questionnaire covering 69
individual questions.

 

Observations and scoring were collated and reported with reference to prior
scoring to identify trends. The report was presented and discussed to the
Nominations Committee and the Board in November 2024.

Recommendations and actions were collated for implementation by the Board.

 

Skills and experience matrix

The Nominations Committee used a skills matrix when assessing its
Non-Executive and Executive Director skillset and this can be applied to
future succession planning and recruitment to ensure balance is maintained.

 

Continuing professional development.

The Board has a responsibility to ensure that its experience remains up to
date and relevant to each individual and the roles the undertake on behalf of
the Business. The Company records the continuous professional development of
the individuals and this is recorded annually by the Company Secretary.

 

Conclusions & Recommended areas for development and actions going forward.

 

The Nominations Committee evaluation demonstrated that the Committee continues
to deliver on its objectives and role. The Committee receives effective
support as and when required from the Company Secretary and other advisors and
it liaises well with the Board and other committees. The Chair and CEO in
consultation with the Nominations Committee are developing and implementing
actions and activities highlighted in the review. These will include
recommendations relating to:

 

·    Board succession

·    Development and training

·    Recruitment of Battery manufacturing expertise to support Goliath
scale up.

 

 

 

 

 

Mr. K Jackson

Chairman of the Nominations Committee

REPORT OF THE AUDIT COMMITTEE

 

The Audit Committee has primary responsibility for ensuring that the financial
performance of the Group is properly measured and reported on. It is
responsible for providing oversight of the Company's financial reporting
process, the audit process, the system of internal controls including business
continuity,  information technology, the identification and management of
significant risks and the Companies compliance with laws and regulations. Its
terms of reference and its current membership are outlined in the Corporate
Governance Statement commencing on page 20.

 

The Committee is chaired by an independent director with significant
experience in finance and financial markets. The experience and background of
the individuals who make up the Audit Committee is detailed in the summary of
Board experience on page 22.

 

The attendance of the individual members of the Audit Committee is detailed in
the summary of Board attendance as detailed on page 23.

 

Committee independence

 

The Audit Committee maintains its independence from the Group by being
composed exclusively of Non-Executive Directors thus ensuring the Committee's
ability to effectively challenge the operations of the business. The Board is
satisfied that in doing so that the committee is in line with best practice
and that all members are independent.

 

Matters covered by the Committee

 

The Committee, which is required to meet at least twice a year, met twice
during the year ended 30 April 2025. The Committee undertakes review of the
principal risk matters and is responsible for making recommendations to the
Board in relation to appropriate mitigations and control measures. The
Committee reviews the risk matrix and verifies and challenges the processes
for identifying new and emerging risks and the appropriateness of the risk
severity rating.

 

The Committee considers the role of the independent auditors, their tenure and
their report in relation to the Audit of Ilika Plc and Ilika Technologies Ltd.

·    The Committee reviews the performance of the external auditor and
considers their performance in relation to the requirements of internal and
external stakeholders.

·    It considers the appropriateness of the auditor in respect of
objectivity and independence

·    The Committee reviews the duration on the audit and time to rotation
of audit partner. BDO LLP were appointed as auditors of Ilika Plc and its
subsidiary companies in 2011 and the audit partner has rotated for the 2025
audit.

·    The Committee gives appropriate consideration to the reappointment of
the external auditor or the needs to tender audit services.

 

Matters covered during the year ended 30 April 2025:

 

·    July 2024: Audit completion meeting for the 2024 year-end audit,

o  Review the financial forecast to support the Group's ability to account on
a going concern basis,

o  Review of the auditor's report on the audit, including materiality levels
and any significant matters or specific recommendations from the auditor.

o  Review of the annual report and financial statements to ensure they
represents a fair and balance portrayal of the Group's performance.

 

·    January 2025: Half year report completion meeting. Approval of the
release of the Half Year report.

 

 

 

 

 

Auditor independence

 

The auditors supply only audit and assurance related services and do not
provide and non-audit consultation services. Any assurance services provided
are provided on an exceptional basis and reviewed by the Audit & Risk
Committee prior to engagement to ensure adherence to their independence. This
policy safeguards auditor objectivity and independence.

 

The external auditor may not undertake any work that may compromise its
independence or is otherwise prohibited by any law or regulation.

 

Payments made to the auditor are detailed in Note 3 to the financial
statements and can be found on page 48.

 

Internal audit function

 

The Group does not have an internal audit function, but the Committee
considers that this is appropriate, given the size and relative lack of
complexity of the Group. The Committee keeps this matter under review
annually.

 

 

 

 

 

 

Mr. J Millard

Chair of the Audit Committee

Independent auditor's report to the members of Ilika Plc

 

Opinion on the financial statements

 

In our opinion:

 

•     the financial statements give a true and fair view of the state of
the Group's and of the Parent Company's affairs as at 30 April 2025 and of the
Group's loss for the year then ended;

•     the Group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;

•     the Parent Company financial statements have been properly
prepared in accordance with UK adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and

•     the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.

 

We have audited the financial statements of Ilika plc (the 'Parent Company')
and its subsidiaries (the 'Group') for the year ended 30 April 2025 which
comprise the Consolidated statement of comprehensive income, the Consolidated
balance sheet, the Consolidated cash flow statement, the Consolidated
statement of changes in equity, the Company balance sheet, the Company cash
flow statement, the Company statement of changes in equity and notes to the
financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and UK adopted international accounting standards and, as
regards the Parent Company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.

 

Basis for opinion

 

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 believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

 

Independence

 

We remain independent of the Group and the Parent 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 as applied to
listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.

 

Conclusions relating to going concern

 

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 evaluation of the Directors'
assessment of the Group and the Parent Company's ability to continue to adopt
the going concern basis of accounting included:

 

·      Reviewing Directors' assessment of going concern through analysis
of the Group's cash flow forecast through to September 2026 including
assessing and challenging the assumptions underlying the forecasts by
reference to historic performance and our knowledge of expected future
developments.

 

·      Sensitising the forecasts further to ascertain the levels of
revenue decline and cost increase that would cause a cash shortage at any
point in Directors' post balance sheet assessment period.  We also compared
the level of expenditure included in the forecasts and compared this to
previous periods and current run rate.

 

Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and the Parent Company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.

 

 

Overview

 

 

                                           2025  2024
                     Capitalisation of development expenditure  P     P

 Key audit matters
                     Group financial statements as a whole

 Materiality

                     £342,000 (2024: £410,000) based on 2% of net assets (2024: 2% of net
                     assets).

 

Materiality

Group financial statements as a whole

 

£342,000 (2024: £410,000) based on 2% of net assets (2024: 2% of net
assets).

 

 

An overview of the scope of our audit

 

 

Our Group audit was scoped by obtaining an understanding of the Group and its
environment, the applicable financial reporting framework and the Group's
system of internal control. On the basis of this, we identified and assessed
the risks of material misstatement of the Group financial statements including
with respect to the consolidation process. We then applied professional
judgement to focus our audit procedures on the areas that posed the greatest
risks to the Group financial statements. We continually assessed risks
throughout our audit, revising the risks where necessary, with the aim of
reducing the Group risk of material misstatement to an acceptable level, in
order to provide a basis for our opinion.

 

 

Components in scope

 

 

In determining the components for the Group, we considered the following
factors from our understanding of the Group's financial information systems in
place:

 

 

·      The financial reporting process

·      The level of centralisation of information systems

·      The commonality of internal controls

·      The geographical locations of the components

 

As part of performing our Group audit, we have determined the components in
scope as follows:

 

 

·      Ilika Plc

·      Ilika Technologies Limited

 

For components in scope, we used a combination of risk assessment procedures
and further audit procedures to obtain sufficient appropriate evidence. These
further audit procedures included:

 

 

·      procedures on the entire financial information of the component,
including performing substantive procedures

 

 

Procedures performed at the component level

 

 

We performed procedures to respond to group risks of material misstatement at
the component level that included the following.

 

 Component  Component Name        Entity                      Location        Procedures performed by  Group Audit Scope
 1          Parent Entity         Ilika Plc                   United Kingdom  Group auditor            Statutory audit and procedures on the entire financial information of the
                                                                                                       component.
 2          Ilika Trading entity  Ilika Technologies Limited  United Kingdom  Group auditor            Procedures on the entire financial information of the component.

 

Procedures performed centrally

 

The Group operates a centralised IT function that supports IT processes for
certain components. This IT function is subject to specified risk-focused
audit procedures, predominantly the assessment of the design and
implementation of  relevant IT general controls and IT application controls.

 

Locations

 

Ilika Plc's operations are spread over two geographical locations. The Group
engagement team visited both of the Group's locations, which are both in the
United Kingdom.

 

Changes from the prior year

 

There are no significant changes in the Group audit scope from the prior year.

 

Key audit matters

 

Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

 

 Key audit matter                                                                                                                                                How the scope of our audit addressed the key audit matter
 Capitalisation of development expenditure                                       The Group has capitalised development expenditure in relation to their Stereax  We considered the conditions under which development costs can be capitalised

                                                                               battery technology as the associated expenditure has been deemed to meet the    under the accounting standards and checked that these conditions have been met
                                                                                 criteria for capitalisation under IAS 38 'Intangible Assets'.                   in respect of the Stereax battery technology.

 Please refer to note 7, and accounting policies and key sources of estimation
 and uncertainty in note 1.

                                                                               There are a number of judgements involved in accounting for development         We discussed with management the Group's processes for identifying the
                                                                                 expenditure, including whether the activities are appropriate for               relevant development costs.
                                                                                 capitalisation in accordance with the criteria of the applicable accounting

                                                                                 standard, and the allocation of the relevant costs to the Stereax battery
                                                                                 project.,.

                                                                               We obtained the relevant workings and details of the applicable judgements
                                                                                                                                                                 made and performed the following:

                                                                                 Due to the level of judgement, there was also considered to be an inherent
                                                                                 risk of management bias therefore this was considered to be an area of focus

                                                                                 for our audit.                                                                  ·      Tested the arithmetic accuracy of the calculations used by

                                                                               management to capitalise development costs during the period;

                                                                               ·      Verified a sample of capitalised costs to underlying supporting
                                                                                                                                                                 documentation ,which included:

                                                                                                                                                                 o  Inspecting a sample of employee contracts and agreeing their role
                                                                                                                                                                 description to be directly attributable to development activities;

                                                                                                                                                                 o  interviewing a sample of employees to confirm their involvement in respect
                                                                                                                                                                 of development projects throughout the year;

                                                                                                                                                                 o  challenging the associated amount of time considered to be spent on
                                                                                                                                                                 development activities on each project as well as non-development activities;
                                                                                                                                                                 and

                                                                                                                                                                 o  agreeing the sample of employee costs to the underlying payroll records.

                                                                                                                                                                 Based on these procedures, we evaluated the nature of the activities performed
                                                                                                                                                                 leading to the costs capitalised to check they were in line with our
                                                                                                                                                                 understanding of the work carried out in the year and related to capitalisable
                                                                                                                                                                 activities .

                                                                                                                                                                 Key observations:

                                                                                                                                                                 Based on the audit work performed we consider that development costs have been
                                                                                                                                                                 capitalised appropriately and in accordance with the Group's accounting policy

 

Our application of materiality

 

We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements.  We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.

 

In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.

 

Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:

 

                                                                   Group financial statements                                                                                                                                        Parent company financial statements
                                                                   2025                                                                             2024                                                                             2025                                                                             2024

                                                                   £                                                                                £                                                                                £                                                                                £
 Materiality                                                       342k                                                                             410k                                                                             324k                                                                             200k
 Basis for determining materiality                                 2% of net assets                                                                 2% of net assets                                                                 2% of net assets capped at 95% of Group materiality                              49% of Group materiality
 Rationale for the benchmark applied                               We considered 2% of net assets to be a key performance benchmark for the Group   We considered 2% of net assets to be a key performance benchmark for the Group   Calculated as a percentage of Group materiality due to aggregated                Calculated as a percentage of Group materiality due to aggregated
                                                                   and the users of the financial statements in assessing financial performance.    and the users of the financial statements in assessing financial performance.    consideration of significant component materiality levels.                       consideration of significant component materiality levels.

 Performance materiality                                           256k                                                                             308k                                                                             243k                                                                             150k
 Basis for determining performance materiality                     On the basis of our risk assessment, together with our assessment of the         On the basis of our risk assessment, together with our assessment of the         On the basis of our risk assessment, together with our assessment of the         On the basis of our risk assessment, together with our assessment of the
                                                                   Group's control environment, previous low level of misstatements our judgement   Group's control environment, previous low level of misstatements our judgement   Group's control environment, previous low level of misstatements our judgement   Group's control environment, previous low level of misstatements our judgement
                                                                   is that performance materiality for the financial statements should be 75% of    is that performance materiality for the financial statements should be 75% of    is that performance materiality for the financial statements should be 75% of    is that performance materiality for the financial statements should be 75% of
                                                                   materiality.                                                                     materiality.                                                                     materiality.                                                                     materiality.
 Rationale for the percentage applied for performance materiality  See above                                                                        See above                                                                        See above                                                                        See above

 

Component performance materiality

 

For the purposes of our Group audit opinion, we set performance materiality
for each component of the Group, apart from the Parent Company whose
materiality is set out above, based on a percentage of 95% (2024: 98%) of
Group performance materiality dependent on the size and our assessment of the
risk of material misstatement of that component.  Component performance
materiality in respect of Ilika Technologies Limited was £244k (2024:
£300k).

 

Reporting threshold

 

We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £14k (2024: £16k).  We also agreed to report
differences below this threshold that, in our view, warranted reporting on
qualitative grounds.

 

Other information

 

The Directors are responsible for the other information. The other information
comprises the information included in the financial statements other than the
financial statements and our auditor's report thereon. 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.

 

We have nothing to report in this regard.

 

Other Companies Act 2006 reporting

 

Based on the responsibilities described below and our work performed during
the course of the audit, we are required by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and matters as described below.

 

 Strategic report and Directors' report                   In our opinion, based on the work undertaken in the course of the audit:

                                                          ·      the information given in the Strategic report and the Directors'
                                                          report 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.

                                                          In the light of the knowledge and understanding of the Group and Parent
                                                          Company and its environment obtained in the course of the audit, we have not
                                                          identified material misstatements in the strategic report or the Directors'
                                                          report.

 Matters on which we are required to report by exception  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:

                                                          ·      adequate accounting records have not been kept by the Parent
                                                          Company, or returns adequate for our audit have not been received from
                                                          branches not visited by us; or

                                                          ·      the Parent Company financial statements are not in agreement with
                                                          the accounting records and returns; or

                                                          ·      certain disclosures of Directors' remuneration specified by law
                                                          are not made; or

                                                          ·      we have not received all the information and explanations we
                                                          require for our audit.

 

Responsibilities of Directors

 

As explained more fully in the statement of Directors' responsibilities, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.

 

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.

 

Extent to which the audit was capable of detecting irregularities, including
fraud

 

Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:

 

Non-compliance with laws and regulations

 

Based on:

·      Our understanding of the Group and the industry in which it
operates;

·      Discussion with management and those charged with governance and
the Audit Committee;

·      Obtaining and understanding of the Group's policies and
procedures regarding compliance with laws and regulations;

 

we considered the significant laws and regulations to be the applicable
accounting framework, UK tax legislation and the AIM Listing Rules.

 

The Group is also subject to laws and regulations where the consequence of
non-compliance could have a material effect on the amount or disclosures in
the financial statements, for example through the imposition of fines or
litigations. We identified such laws and regulations to be the health and
safety legislation.

 

Our procedures in respect of the above included:

 

·      Review of minutes of meetings of those charged with governance
for any instances of non-compliance with laws and regulations;

·      Review of correspondence with regulatory and tax authorities for
any instances of non-compliance with laws and regulations;

Review of financial statement disclosures and agreeing to supporting
documentation;

 

Fraud

 

We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:

·      Enquiry with management and those charged with governance
including the Audit Committee regarding any known or suspected instances of
fraud;

·      Obtaining an understanding of the Group's policies and procedures
relating to:

o  Detecting and responding to the risks of fraud; and

o  Internal controls established to mitigate risks related to fraud.

·      Review of minutes of meetings of those charged with governance
for any known or suspected instances of fraud;

·      Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements;

·      Assessing journal entries as part of our planned approach, with a
particular focus on journal entries to key financial areas such as unusual
journals to cash that could be indicative of asset misappropriation; and

·      Considering significant management judgements, particularly in
relation to the capitalisation of intangible assets.

 

Based on our risk assessment, we considered the areas most susceptible to
fraud to be capitalisation of development costs and management override.

 

Our procedures in respect of the above included:

·      Testing of the capitalisation of development costs (as detailed
in the KAM above);

·      Checking unusual combination journals against supporting evidence
and assessing their business rationale; and

·      Assessing significant estimates made by management for bias.

 

We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members who were all deemed to have
appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.

 

Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we are
to become aware of it.

 

A further description of our responsibilities is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities
(http://insite.bdo.co.uk/sites/audit/Documents/www.frc.org.uk/auditorsresponsibilities)
.  This description forms part of our auditor's report.

 

Use of our report

 

This report is made solely to the Parent 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 Parent 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 Parent Company and
the Parent Company's members as a body, for our audit work, for this report,
or for the opinions we have formed.

 

 

 

 

 

 

Alex Stansbury (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

Southampton, UK

 

 

 

BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).

 

Ilika plc

Consolidated Statement of Comprehensive Income

Company number 07187804

 

 

                                                       Year ended 30(th) April
                                                Notes  2025           2024
                                                       £000's         £000's

 Turnover                                       2      1,052.9        2,090.6

 Revenue                                               73.5           20.1
 UK grants                                             979.4          2,070.5

 Cost of sales                                         (526.2)        (1,081.9)
                                                       -------        -------
 Gross profit                                          526.7          1,008.7

 Other Operating income                         2      -              532.4

 Total Administrative expenses
 Administrative expenses                               (7,559.9)      (7,397.8)
 Share based payment charge                            (527.7)        (383.1)
                                                       (8,087.6)      (7,780.9)
                                                       -------        -------
 Operating loss                                 3      (7,560.9)      (6,239.8)

 Income from short term deposits                       391.4          507.0
 Interest payable                                      (47.5)         (33.0)
                                                       -------        -------
 Loss before tax                                       (7,217.0)      (5,765.8)
 Taxation                                       5      1314.8         952.4
                                                       -------        -------
 Loss for period / total comprehensive expense         (5,902.2)      (4,813.4)
                                                       -------        -------
 Loss per share from continuing operations      6
    Basic                                              (3.54)p        (3.03)p
    Diluted                                            (3.54)p        (3.03)p

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 41 to 59 form part of these financial statements.

Ilika plc

Consolidated balance sheet

Company number 07187804

                                                                          As at 30(th) April
                                         Notes                            2025        2024
 ASSETS                                                                   £000's      £000's
 Non-current assets
    Intangible assets                    7                                4,719.1     3,721.0
    Property, plant and equipment        8                                3,295.4     3,758.6
    Right of use assets                  9                                432.1       569.6
                                                                          -------     -------
 Total non-current assets                                                 8,446.6     8,049.2
                                                                          -------     -------
 Current assets
    Trade and other receivables          10                               1,722.2     2,304.2
    Current tax receivable               5                                1,300.0     526.4
 Other financial assets - bank deposits  11                               -           4,180.9
    Cash and cash equivalents            12                               7,978.1     7,764.4
                                                                          -------     -------
 Total current assets                                                     11,000.3    14,775.9
                                                                          -------     -------
 Total assets                                                             19,446.9    22,825.1
                                                                          -------     -------
 Issued capital and reserves attributable to owners of parent
    Issued share capital                 16                               1,682.7     1,591.4
    Share premium                                                         67,056.6    64,953.5
    Capital restructuring reserve                                         6,486.1     6,486.1
 Accumulated losses                                                       (58,045.9)  (52,671.4)
                                                                          -------     -------
 Total equity                                                             17,179.5    20,359.6
                                                                          -------     -------
 LIABILITIES
 Current liabilities
    Trade and other payables             13                               1,547.2     1,590.7
 Lease liabilities                       9                                216.3       288.7
                                                                          -------     -------
 Total current liabilities                                                1,763.5     1,879.4
                                                                          -------     -------
 Non-current liabilities
 Lease liabilities                       9                                254.4       336.6
    Provisions                           14                               249.5       249.5
                                                                          -------     -------
 Total non-current liabilities                                            503.9       586.1
                                                                          -------     -------
 Total liabilities                                                        2,267.4     2,465.5
                                                                          -------     -------
 Total equity and liabilities                                             19,446.9    22,825.1
                                                                          -------     -------

The notes on pages 41 to 59 form part of these financial statements.

 

These financial statements were approved and authorised for issue by the Board
of Directors on 16(th) July
2025.

 

 

 

 

Mr. K Jackson

Chairman

Ilika plc

Consolidated cash flow statement

                                                                                                        Year ended 30(th) April
                                                                                                        2025          2024
                                                                                                        £000's        £000's
 Cash flows from operating activities
 Loss before taxation                                                                                   (7,217.0)     (5,765.8)
 Adjustments for:
 Amortisation                                                                                           39.2          41.7
 Depreciation                                                                                           1,750.9       1,694.4
 Equity settled share-based payments                                                                    527.7         383.1
 Loss / (profit) on disposal of plant property and equipment                                            -             14.8
 Net financial (income)                                                                                 (343.9)       (474.0)
                                                                                                        -------       -------
 Operating cash flow before changes in working capital, interest and taxes                              (5,243.1)     (4,105.8)
 Decrease / (Increase) in trade and other receivables                                                   581.9         (365.6)
 Increase / (decrease) in trade and other payables                                                      (43.5)        319.6
 Increase in provisions                                                                                 -             -
                                                                                                        -------       -------
 Cash utilised by operations                                                                            (4,704.7)     (4,151.8)

 Tax received                                                                                           526.3         1,687.1
                                                                                                        -------       -------
 Net cash flow used in operating activities                                                             (4,178.4)     (2,464.7)

 Cash flows from investing activities
 Interest received                                                                                      391.4         507.0
 Purchase of intangible assets                                                                          (1,037.2)     (819.3)
 Purchase of property, plant and equipment                                                              (1,068.8)     (842.5)
 Sale of property, plant and equipment                                                                  -             7.8
 Inflows from maturity of other financial assets                                                        4,180.9       772.7
 (Increase) in other financial assets                                                                   -             (4,180.9)
                                                                                                        -------       -------
 Net cash Generated from / (used in) investing activities                                               2,466.3       (4,555.2)

 Cash flows from financing activities
 Proceeds from issuance of ordinary share capital                                                       2,339.7       17.7
 Cost of share issue                                                                                    (145.3)       -
 Lease payments - capital                                                                               (221.1)       (301.4)
 Lease payments - interest                                                                              (47.5)        (33.0)
                                                                                                        -------       -------
 Net cash Generated from / (used in) financing activities                                               1,925.8       (316.7)
                                                                                                        -------       -------
 Net increase / (decrease) in cash and cash equivalents                                                 213.7         (7,336.6)
 Cash and cash equivalents at the start of the period                                                   7,764.4       15,101.0
                                                                                                        -------       -------
 Cash and cash equivalents at the end of the period                                                     7,978.1       7,764.4
                                                                                                        -------       -------

 

The notes on pages 41 to 59 form part of these financial statements.

 

Ilika plc

Consolidated statement of changes in equity

                                                 Share     Capital                 Accumulated losses  Total

                                       Share     premium   restructuring reserve                       attributable to equity holders of parent

                                       capital   account
                                       £000's    £000's    £000's                  £000's              £000's

 As at 30th April 2023                 1,590.6   64,936.6  6,486.1                 (48,241.1)          24,772.2
 Share-based payment                   -         -         -                       383.1               383.1
 Issue of shares                       0.8       16.9      -                       -                   17.7
 Cost of share issue                   -         -         -                       -                   -
 Loss and total comprehensive expense  -         -         -                        (4,813.4)           (4,813.4)
                                       ------    -------   --------                --------            --------
 As at 30th April 2024                 1,591.4   64,953.5  6,486.1                 (52,671.4)          20,359.6
 Share-based payment                   -         -         -                       527.7               527.7
 Issue of shares                       91.3      2,248.4   -                       -                   2,339.7
 Cost of share issue                   -         (145.3)   -                       -                   (145.3)
 Loss and total comprehensive expense  -         -         -                        (5,902.2)           (5,902.2)
                                       ------    -------   --------                --------            --------
 As at 30th April 2025                 1,682.7   67,056.6  6,486.1                 (58,045.9)          17,179.5
                                       ------    -------   --------                --------            --------

 

Share capital

The share capital represents the nominal value of the equity shares in issue.

 

Share premium account

When shares are issued, any premium paid above the nominal value is credited
to the share premium reserve.

 

Capital restructuring reserve

The capital restructuring reserve arises on the accounting for the share for
share exchange.  It represents the difference between the value of the issued
equity instruments of Ilika Technologies Ltd immediately before the share for
share exchange and the equity instruments of Ilika plc along with the shares
issued to effect the share for share exchange.

 

Accumulated losses

The accumulated losses reserve records the accumulated profits and losses of
the Group since inception of the business.

 

The notes on pages 41 to 59 form part of these financial statements.

 

Ilika plc

Notes to the consolidated financial statements

 

1     Accounting policies

Basis of preparation

These financial statements have been prepared in accordance with UK adopted
international accounting standards. The principal accounting policies adopted
in the preparation of the consolidated financial statements are set out below.
The policies have been consistently applied to all of the years presented. The
figures presented in the financial statements are shown in thousands.

 

The individual financial statements of Ilika plc are shown on page 61 to 65.

 

Basis of consolidation

The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company made up to the reporting
date. The Company controls an investee if all three of the following elements
are present: power over the investee, exposure to variable returns over the
investee, and the ability of the investee to use its power to affect the
variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control. All
intra-group transactions, balances, income and expenses are eliminated on
consolidation.

 

Going concern

The financial statements have been prepared on a going concern basis which
assumes that the Company will have sufficient funds available to enable it to
continue to trade for the foreseeable future. In making their assessment that
this assumption is correct the Directors have undertaken an in-depth review of
the business, its current prospects, and cash resources as set out below.

 

The Directors have prepared and reviewed financial forecasts. The Group meets
its day to day working capital requirements through existing cash resources,
short and long term bank deposits, which, at 30(th) April 2025, amounted to
£7,978,109 (2024: £11,945,282). After due consideration of these forecasts
and current cash resources and bank deposits, the Directors consider that the
Company and the Group have adequate financial resources to continue in
operational existence for the foreseeable future (being a period of at least
twelve months from the date of this report), and for this reason the financial
statements have been prepared on a going concern basis.

 

Following the completion of the 2024_25 accounting period the Company
successfully raised an additional £4.2m gross, funds through an equity
placing of ordinary shares to institutional and retail shareholders. This
additional capital further strengthens the balance sheet and underpins the
ongoing support from shareholders.

 

After taking account of all the above factors the Directors believe that as
the market becomes more aware of the Company's prospects and the scale of the
opportunities that the Company's technologies create the Company will continue
to be able to raise any funds required to enable it to continue to trade and
grow towards self-sufficiency.

 

Changes in accounting policies

 

(a) New standards, amendments to standards or interpretations

 

 

No new standards, interpretations and amendments adopted in the year have had
a material impact on the Group.

 

(b) New standards, amendments to standards or interpretations not yet applied

 

There are no new standards, interpretations or amendments not yet applied
which the Directors anticipate will have a material impact on the Group.

 

1     Accounting policies (continued)

Turnover

 

Turnover comprises the amount of consideration to which the entity expects to
be entitled for the sales of products or services, net of value added tax and
is recognised as follows:

 

Sales of goods

Sales of Stereax batteries are recognised upon despatch to the customer at
which point they have an obligation to pay in full and as such, control is
considered to transfer at that point.  Invoices are raised at the point
purchase orders are made and subsequently upon delivery.

Government grants

Grants that compensate the Group for expenses incurred are recognised in the
income statement on a systematic basis in the same periods in which the
expenses are recognised. Submissions are made for pre-arranged time periods
with timing differences recognised within accrued or deferred income.

 

Financial income

 

Income from short term deposits is recognised in the income statement as it
accrues, using the effective interest method.

 

Pension and other post-retirement benefits

 

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

 

Share-based payment transactions

 

The Group issues equity-settled share options to all employees. Equity-settled
share options are measured at fair value at the date of grant. The fair value
determined at the grant date of the equity-settled share options is expensed
on a straight-line basis over the vesting period. At each period end, the
Directors re-assess the impact of non-market conditions and adjust the
estimated share-based payment appropriately.

 

The fair value of options granted by the Group is measured by use of the
Black-Scholes pricing model taking into account the following inputs: the
exercise price of the option; the life of the option; the market price on the
date of grant of the option; the expected volatility of the share price; the
dividends expected on the shares; and the risk free interest rate for the life
of the option. Where required market-based vesting and other conditions are
also considered in determining the fair value of new options granted in the
year. The expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability, exercise
restrictions, and behavioural considerations.

 

Foreign currency

 

Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are translated at
the foreign exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in profit or loss.

 

 

1   Accounting policies (continued)

Research and development expenditure

 

Research expenditure is recognised as an expense when it is incurred.

 

Development expenditure is recognised as an expense except that costs incurred
on development projects are capitalised as intangible assets to the extent
that such expenditure is expected to generate future economic benefits.
Development expenditure is capitalised if, and only if, an entity within the
Group can demonstrate all of the following:

i.      its ability to measure reliably the expenditure attributable to
the asset under development;

ii.     the product or process is technically and commercially feasible;

iii.    its future economic benefits are probable;

iv.    its ability to use or sell the developed asset;

v.     the availability of adequate technical, financial and other
resources to complete the asset under development; and

vi.    its intention is to use or sell the developed asset.

During the year, £1,037.2k (2024: £819.3k) of development expenditure has
been capitalised in line with IAS 38 as a result of the conditions being met
in respect of the Stereax battery project, continuing development of / and
addition to the IP the underpinning the Stereax line of batteries.  This
capitalisation commenced in April 2020 and is expected to end in the financial
year ending April 2026.

 

Inventory

 

The cost of materials and consumables, purchased in larger quantities for the
purpose of research and development activities, is initially recognised as
other asset and expensed as consumed in the normal course of business matching
the consumption of material to the P&L expense.

 

Taxation

 

Companies within the Group may be entitled to claim special tax allowances
under the SME scheme in relation to qualifying research and development
expenditure (eg R&D tax credits). The group accounts for such allowances
as tax credits, which means that they are recognised when it is probable that
the benefit will flow to the Group and that benefit can be reliably
measured.  R&D tax credits reduce current tax expense and, to the extent
the amounts due in respect of them are not settled by the balance sheet date,
reduce current tax payable. Where companies are loss-making the Company claims
tax credits on their surrenderable losses, with an appropriate receivable
recognised.  A deferred tax asset is recognised for unclaimed tax credits
that are carried forward as deferred tax assets.

 

Tax credits claimed under the RDEC scheme are accounted for under IAS 20 as
government grants in line with the accounting policy noted above.

 

Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The amount of deferred tax provided is based on
the expected manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively enacted at
the reporting date.

 

A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised. Ilika does not currently book a deferred tax asset in respect of
carried forward losses details of the potential value can be seen in note 5 of
these accounts.

 

Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation
and impairment losses.

Where parts of an item of property, plant and equipment have different useful
lives, they are accounted for as separate items of property, plant and
equipment.

 

 

 

 

1     Accounting policies (continued)

Depreciation is charged to the statement of comprehensive income on a
straight-line basis over the estimated useful lives of each part of an item of
property, plant and equipment less their estimated residual value. The
estimated useful lives are as follows:

 

Leasehold improvements                   lease term

Plant, machinery and equipment         2 - 5 years

Fixtures &
fittings                             3 - 5 years

 

Impairment

 

The carrying amounts of the Group's assets are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such
indication exists, the asset's recoverable amount is estimated at the present
value of the future expected cashflows associated with the impaired asset.

 

An impairment loss is recognised whenever the carrying amount of an asset
exceeds its recoverable amount.

Impairment losses are recognised in profit or loss.

 

Leases

 

All leases are accounted for by recognising a right-of-use asset and a lease
liability except for leases of low value assets and leases with a duration of
twelve months or less.

 

Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Group's incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.

 

On initial recognition, the carrying value of the lease liability also
includes: amounts expected to be payable under any residual value guarantee;
the exercise price of any purchase option granted in favour of the Group if it
is reasonably certain to exercise that option; and any penalties payable for
terminating the lease, if the term of the lease has been estimated on the
basis of termination option being exercised.

 

Right-of-use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for: lease
payments made at or before commencement of the lease, initial direct costs
incurred, and the amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased asset.

 

Subsequent to initial measurement, lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.

 

Intangible assets

 

Computer software

 

Acquired computer software licenses are capitalised on the basis of the costs
incurred to acquire and bring to use the specific software. These costs are
amortised to administrative expenses using the straight line method over their
estimated useful lives (1-5 years).

 

Intellectual property

 

Acquired intellectual property is included at cost and is amortised to
administrative expenses on a straight-line basis over its useful economic life
of 15 years.

 

 

 

1     Accounting policies (continued)

Development expenditure

 

Development expenditure is capitalised at cost and is amortised to
administrative expenses on a straight-line basis over its useful economic life
of 10 years.

 

Financial instruments

 

Financial assets and financial liabilities are recognised on the Group's
balance sheet when the Group becomes a party to the contractual provisions of
the instrument. The Group's financial assets are all carried at amortised
cost. Impairment provisions for trade receivables are recognised based on the
simplified approach within IFRS 9 using a provision matrix in the
determination of the lifetime expected credit losses. The Group's financial
liabilities are all classified as 'other' liabilities which are carried at
amortised cost. Cash and cash equivalents comprise cash balances and call
deposits. Deposits of over 3 months' maturity, judged at inception, are
classified as Other Financial Assets.

 

Cash comprises cash on hand and demand deposits. Cash equivalents are
short-term, highly liquid investments that are readily convertible to known
amounts of cash and that are subject to an insignificant risk of changes in
value.

 

Financial liabilities and equity

 

Classification as debt or equity

 

Debt and equity instruments are classified as either financial liabilities or
as equity in accordance with the substance of the contractual arrangements and
the definitions of a financial liability and an equity instrument.

 

Equity instruments

 

An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Group are recognised at the proceeds received, net of direct
issue costs.

 

Provisions

 

Provisions are made where an event has taken place that gives the Group a
legal or constructive obligation that probably requires settlement by a
transfer of economic benefit, and a reliable estimate can be made of the
amount of the obligation.

 

Provisions are either charged as an expense to income statement or capitalised
within property, plant and equipment in the year that the Group becomes aware
of the obligation, and are measured at the best estimate at the balance sheet
date of the expenditure required to settle the obligation, taking into account
relevant risks and uncertainties.

 

When payments are made, they are charged to the provision carried in the
balance sheet.

 

Key sources of estimation and uncertainty

 

The preparation of the Group's financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, revenues and expenses at the date of the Group's financial
statements. The Group's estimates and judgements are continually evaluated and
are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.

 

The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below:

 

Capitalisation of development costs

During the year, costs have been capitalised in respect of the Stereax battery
technology. The Directors have determined that the conditions to capitalise
this associated expenditure have been met. Had these costs been

 

 

Capitalisation of development costs (continued)

considered research or commercialisation rather than development expenditure
then the intangible assets would be £1,037.2k lower.

 

Recoverability of development costs

The Directors have considered the recoverability of the capitalised costs by
reference to third party market analysis and the signed contract with Cirtec
and determined that the amounts are recoverable.

 

2   Segment reporting

The Group operates in one area of activity, namely the production, design and
development of solid-state batteries. For management purposes, the Group is
analysed by the geographical location of its customer base and business
development directors have been appointed to cover the Group's three
territories of focus, Asia, North America and Europe (with the UK further
split out below).

                     Year ended 30(th) April
 Turnover            2025               2024
                     £000's             £000's
 Analysis by geographical market:
 By destination
    Asia             7.2                5.3
    Europe           -                  -
    North America    (0.2)              2.1
    UK               1,045.9            2,083.2
                     --------           --------
                     1,052.9            2,090.6
                     -------            -------

An analysis of turnover by type, demonstrating the changing focus of
management from sales of services to sales of goods, is as follows:

                     Year ended 30(th) April
 Turnover              2025        2024
                     £000's        £000's

 Goods and services  73.5          20.1
 UK Grants           979.4         2,070.5
                     --------      --------
                     1,052.9       2,090.6
                     -------       -------

 

Customers might individually account for more than 10% of the total turnover
of the Group. The turnover from these companies are indicated below:

                          2025      2024

 Turnover
                          £000's    £000's

 UK Grants                979.4     2,070.5
 Customers less than 10%  73.5      20.1
                          --------  --------
                          1,052.9   2,090.6
                          -------   -------

 

 

                 Year ended 30(th) April
 Turnover        2025          2024
                 £000's        £000's
 RDEC            -             532.4
                 --------      --------
                 -             532.4
                 -------       -------

 

The Company benefitted from the UK Government Research & Development
Expenditure Credit (RDEC) during the prior year:

 

Other Operating Income
 
 

 

3   Operating loss

                                                                              Year ended 30(th) April
                                                                              2025          2024
 This is arrived at after charging:                                           £000's        £000's

 Research and development expenditure in the year                             3,345.7       3,506.2
 Depreciation of property, plant and equipment                                1,537.0       1,324.4
 Depreciation of right-of-use assets                                          213.9         369.5
 Amortisation of intangible assets                                            39.2          41.7
 Auditors remuneration:

 Fees payable to the Group's auditor for the audit of the Group's             45.6          42.2
 accounts
 Fees payable to the Group's auditor for other services:

 -  The Audit of the Group's subsidiaries                                     10.2          9.5
 Foreign exchange differences                                                 3.5           2.7
 Share-based payment                                                          527.7         383.1
                                                                              -------       -------

 

4    Employees

 

The average number of employees during the year, including executive
directors, was:

                      Year ended 30(th) April
                      2025           2024
                      Number         Number
 Administration       7              6
 Materials synthesis  63             62
                      ------         ------
                      70             68
                      ------         ------

 

 

 

 

 

 

 

 

 

 

 

 

 

4       Employees (continued)

 

Staff costs for all employees, including executive directors, consist of:

                              Year ended 30(th) April
                               2025         2024
                              £000's        £000's

 Wages and salaries           3,519.2       3,548.7
 Social security costs        414.8         380.6
 Share-based payment expense  527.7         383.1
 Pension costs                281.8         488.5
                              -------       -------
                              4,743.5       4,800.9
                              --------      --------

 

Included in the above are amounts totaling £1,040.9k (2024: £752.3k) which
have been capitalised.

 

5       Employees (continued)

 The total remuneration of the Directors of the Group was as follows:
                                      Year ended 30(th) April
                                      2025                                 2024
                                      £000's                               £000's

 Wages and salaries                   595.3                                492.0
 Pension costs                        80.6                                 114.8
                                      -------                              -------
 Directors' emoluments                675.9                                606.8

 Social security costs                76.3                                 63.9
 Share-based payment expense          275.4                                281.8
                                      -------                              -------
 Key management personnel             1,027.6                              952.5
                                      -------                              -------

The Directors represent key management personnel and further details, are
given in the Directors' Remuneration Report commencing on page 14. The highest
paid director received remuneration of £315.5k (2024: £283.4k) including
pension contributions of £23.4k (2024: £69.5k).

 

5    Taxation

(a)   Tax on loss from ordinary activities

 

There is no taxation charge due to the losses incurred by the Group during the
year. The taxation credit represents R&D tax credit claims as follows:

                              Year ended 30(th) April
                              2025                           2024
                              £000's                         £000's
 R&D tax credits              1,300.0                        526.4
 Adjustments to prior period  14.8                           426.0
                                           ----                           ----
                              1,314.8                        952.4
                              ------                         ------

 (b) Factors affecting current tax credit

 

The tax assessed on the loss on ordinary activities for the period is
different to the standard rate of corporation tax in the UK of 19% up to April
2024 and 19% from April 2024 under the Small ring fenced profits rate (2024:
19%). The differences are reconciled below:

 

 

 

 

 

5     Taxation (continued)

 

 

                                                                            2025        2024
                                                                            £000's      £000's

 Loss on ordinary activities before tax                                     (7,217.0)   (5,765.8)
                                                                            ------      ------
 Loss on ordinary activities before tax multiplied by the standard rate of
 corporation tax in the UK of 19% (2024: 19%)

                                                                            (1,371.2)   (1,095.5)
 Effects of:
 Expenses not deductible for corporation tax                                29.9        96.2
 R&D relief                                                                 (384.2)     (135.8)
 Origination of unrecognised tax losses                                     425.5       608.7
 Adjustments to prior period                                                (14.8)      (426.0)
                                                                            ------      ------
 Total tax credit for the year                                              (1,314.8)   (952.4)
                                                                            ------      ------

 

Unrecognised deferred taxation

 

There are tax losses available for carry forward against future trading
profits of approximately £45.8m (2024: £42.6m). A deferred tax asset in
respect of these losses, net of fixed asset timing differences of
approximately £11.5m (2024: £9.6m) has not been recognised in the accounts,
as the full utilisation of these losses in the foreseeable future is
uncertain.

 

6     Losses per share

Losses per ordinary share have been calculated using the weighted average
number of shares in issue during the relevant financial periods. The weighted
average number of equity shares in issue and the losses, being loss after tax,
are as follows:

                                           Year ended 30(th) April
                                           2025          2024
                                           No.           No.

 Weighted average number of equity shares  159,036,098   159,036,098
                                           --------      --------

                                           £000's        £000's
 Losses after tax                          (5,902.2)     (4,813.4)
                                           -------       -------

                                           Pence         Pence
 Loss per share                            (3.54)        (3.03)
                                           ------        ------

The loss attributable to ordinary shareholders and weighted average number of
ordinary shares for the purpose of calculating the diluted losses per ordinary
share are identical to those used for basic losses per share. This is because
the exercise of share options would have the effect of reducing the loss per
ordinary share and is therefore not dilutive. At 30(th) April 2025, there were
9,549,632 options outstanding (2024: 8,316,157 ) as detailed in notes 16 and
20.

 

 

 

 

 

7     Intangible assets

                          Development expenditure  Software   Intellectual property  Total

                                                   licences
                          £000's                   £000's     £000's                 £000's
 Cost
 As at 30th April 2023    2,820.5                  269.9      75.0                   3,165.4
 Additions                819.2                    -          -                      819.2
                          ------                   ------     ------                 ------
 As at 30th April 2024    3,639.7                  269.9      75.0                   3,984.6
 Additions                1,037.3                  -          -                      1,037.3
                          ------                   ------     ------                 ------
 As at 30th April 2025    4,677.0                  269.9      75.0                   5,021.9

 Amortisation
 As at 30(th) April 2023  -                        146.9      75.0                   221.9
 Provided for the year    -                        41.7       -                      41.7
                          ------                   ------     ------                 ------
 As at 30th April 2024    -                        188.6      75.0                   263.6
 Provided for the year    -                        39.2       -                      39.2
                          ------                   ------     ------                 ------
 As at 30th April 2025    -                        227.8      75.0                   302.8

 Net book value
 As at 30(th) April 2024  3,639.7                  81.3       -                      3,721.0
                          -------                  ------     -------                ------
 As at 30(th) April 2025  4,677.0                  42.1       -                      4,719.1
                          -------                  ------     -------                ------

 

The amortisation charge of £39,196 (2024: £41,668) is included within
administrative expenses.

Development expenditure has not yet been amortised awaiting full
commercialisation and completion of the technology transfer of the Stereax
business to Cirtec under licence.

 

 

8     Property, plant and equipment

                          Leasehold      Plant,                    Fixtures and fittings  Total

                          improvements   machinery and equipment
                          £000's         £000's                    £000's                 £000's
 Cost
 As at 30(th) April 2023  393.8          8,896.9                   106.9                  9,397.6
 Additions                38.9           802.6                     1.0                    842.5
 Disposals                -              (153.6)                   -                      (153.6)
                          ------         -------                   ------                 -------
 As at 30th April 2024    432.7          9,545.9                   107.9                  10,086.5
 Additions                48.2           1,025.6                   -                      1,073.8
 Disposals                -              (5.0)                     -                      (5.0)
                          ------         -------                   ------                 -------
 As at 30th April 2025    480.9          10,566.5                  107.9                  11,155.3
                          ------         -------                   ------                 -------
 Depreciation
 As at 30(th) April 2023  159.6          4,907.5                   66.9                   5,134.0
 Provided for the year    81.1           1,230.8                   13.0                   1,324.9
 Disposals                -              (131.0)                   -                      (131.0)
                          ------         -------                   ------                 -------
 As at 30th April 2024    240.7          6,007.3                   79.9                   6,327.9
 Provided for the year    80.4           1,444.7                   11.9                   1,537.0
 Disposals                -              (5.0)                     -                      (5.0)
                          ------         -------                   ------                 -------
 As at 30th April 2025    321.1          7,447.0                   91.8                   7,859.9
                          ------         -------                   ------                 -------

 Net book value
 As at 30(th) April 2024  192.0          3,538.6                   28.0                   3,758.6
                          ------         -------                   ------                 -------
 As at 30(th) April 2025  159.8          3,119.5                   16.0                   3,295.3
                          ------         -------                   ------                 -------

 

At the year end, deposits totaling £535,312 (2024: £414,183) were paid in
respect of property, plant and equipment and are held in prepayments. These
will be transferred once the items have been received. Additionally, the Group
has capital commitments totaling £277,014 (2024: £515,722) as disclosed in
note 18.

 

 

 

 

9   Leases

 

The Group has leases for its premises in Romsey and Chandler's Ford and for a
company van. These leases are accounted for by recognising a right-of-use
asset and a lease liability.

 

The lease liabilities have been measured at the present value of the
contractual payments due to the lessor over the lease terms using the
following estimations.

·      Company Van; Lease term of 3 years using an incremental borrowing
rate of 4%.

·      Premises; Lease of 5 years representing either the reminder of
the lease or the non-cancellable period before the Group has the option of a
break using an incremental borrowing rate between 4%-7.5%. There is no
reasonable certainty that the leases will continue beyond this point.

 

The right-of-use assets have been initially measured at the amount of the
lease liabilities. Subsequent to initial measurement the lease liabilities
increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for any lease payments made. Right-of-use assets
are depreciated on a straight-line basis over the remaining term of the
lease.

 

                                               Plant and

 Right-of-use assets      Land and buildings   equipment   Total
                          £000's               £000's      £000's
 Cost
 As at 1(st) May 2023     1,046.5              229.2       1,275.7
 Additions                298.0                10.2        308.2
                          ------               ------      ------
 As at 30(th) April 2024  1,344.5              239.4       1,583.9
 Additions                74.6                 1.8         76.4
                          ------               ------      ------
 As at 30(th) April 2025  1,419.1              241.2       1,660.3
                          ------               ------      ------
 Depreciation
 As at 1(st) May 2023     574.7                70.1        644.8
 Provided for the year    209.3                160.2       369.5
                          ------               ------      ------
 As at 30(th) April 2024  784.0                230.3       1,014.3
 Provided for the year    210.2                3.7         213.9
                          ------               ------      ------
 As at 30(th) April 2025  994.2                234.0       1,228.2
                          ------               ------      ------
 Net book value
 As at 30(th) April 2024  560.5                9.1         569.6
                          ------               ------      ------
 As at 30(th) April 2025  424.9                7.2         432.1
                          ------               ------      ------

 Lease liabilities
                                               2025        2024
                                               £000's      £000's
 As at 1(st) May                               625.3       618.5
 Additions                                     76.3        308.2
 Cashflows:
 Lease payments                                (278.5)     (334.4)
 Interest expense                              47.5        33.0
                                               ------      ------
 As at 30(th) April                            470.6       625.3
                                               ------      ------

 

 

9     Leases (continued)

 Maturity analysis of lease payments:

                                       As at 30(th) April
                                       2025        2024
                                       £000's      £000's

 0-3 months                            58.2        58.2
 3-12 months                           158.1       230.5
                                       ------      ------
 Due in less than one year             216.3       288.7
 1-2 years                             98.8        194.1
 2-5 years                             155.6       142.5
                                       ------      ------
 Lease payments                        470.7       625.3
                                       ------      ------

 

10   Trade and other receivables

                    As at 30(th) April
                    2025        2024
                    £000's      £000's

 Trade receivables  -           2.1
 Prepayments        1,229.5     1,144.0
 Other receivables  409.9       432.3
 Accrued income     82.8        725.8
                    ------      ------
                    1,722.2     2,304.2
                    ------      ------

 

The ageing of trade receivables is as follows:

            As at 30(th) April
            2025        2024
            £           £

 0-29 days  -           -
 30+ days   -           2.1
            ------      ------

 

 

The accrued income of £82,754 (2024: £725,778) relates to performance
obligations satisfied but not invoiced, all of which is due to be settled
within the next twelve months. The change in accrued income reflects the level
of grants underway at the current year end compared to the previous year and
the change to the R&D tax credit scheme with the RDEC not applicable in
the 24_25 financial year.

 

 

11   Other financial assets - bank deposits

                                                            As at 30(th) April
                                                            2025        2024
                                                            £000's      £000's

 Short term deposits with more than three months' maturity  -           4,180.9
                                                            --------    --------

 

12   Cash and cash equivalents

                                                            As at 30(th) April
                                                            2025        2024
                                                            £000's      £000's

 Current bank accounts                                      1,553.3     1,010.0
 Short term deposits with less than three months' maturity  6,424.8     6,754.4
                                                            --------    --------
                                                            7,978.1     7,764.4
                                                            --------    --------

 

13   Trade and other payables

                                        As at 30(th) April
                                        2025        2024
                                        £000's      £000's

 Trade payables                         515.7       286.9
 Other payables                         44.2        39.2
 Other taxes and social security costs  98.9        91.5
 Accruals and deferred income           888.4       1,173.1
                                        --------    --------
                                        1,547.2     1,590.7
                                        --------    --------

 

The ageing of financial liabilities is as follows:

             As at 30(th) April
             2025        2024
             £000's      £000's

 0-29 days   870.8       855.3
 30-59 days  29.4        1.5
 60-89 days  498.1       630.5
 90+ days    50.0        11.9
             --------    --------
             1,448.3     1,499.2
             --------    --------

 

Within Accruals and deferred income is deferred income of £50,000 (2024:
£11,886) that represents unfulfilled performance obligations on grants and
product sales to be satisfied in the next twelve months.

 

 

 

14   Provisions

                              Leasehold

                               Dilapidations
                              £000's

 As at 1(st) May 2024         249.5
 Provided                     -
                              ------
 As at 30(th) April 2025      249.5
                              --------

 

Leasehold dilapidations relate to the estimated cost of returning two
leasehold properties to their original state at the end of the lease in
accordance with the lease terms.

 

15   Financial instruments

The risks associated with financial instruments are set out below.

 

Foreign currency risk

The Group buys goods and services in currencies other than sterling. The
Group's non sterling liabilities and cash flows can be affected by movements
in exchange rates. Given the low value of non-sterling transactions the Group
considers there to be a low exposure to foreign currency risk. The Group has
denominated some of its sales transactions in non-sterling currencies. The
foreign exchange loss recognised in the accounts in the year to 30(th) April
2025 was £3,473 (2024: £2,661).

 

Credit risk

The Group's credit risk is attributable to its trade receivables and banking
deposits. The Group places its deposits with reputable financial institutions
to minimise credit risk. The maximum exposure to credit risk for each period
is the amount disclosed above as cash and cash equivalents, banking deposits
and receivables. For the periods above there were no trade receivables which
were past due or impaired. Risk is further mitigated through the use of credit
limits, but also through the nature of the customers, who, for the most part,
are large multinationals.

 

Liquidity risk

The Group's policy is to maintain adequate cash resources to meet liabilities
as they fall due. All Group payable balances fall due for payment within one
year. Cash balances are placed on deposit for varying periods with reputable
banking institutions to ensure there is limited risk of capital loss. The
Group does not maintain an overdraft facility.

 

Interest rate risk

The main risk arising from the Group's financial instruments is interest rate
risk. The Group placed deposits surplus to short-term working capital
requirements with a variety of reputable UK-based banks. These balances are
placed at floating rates of interest and deposits have maturities of one to
twelve months. The Group's cash and short-term deposits are set out in note 11
and 12. Floating-rate financial assets comprise cash on deposit and cash at
bank. Short-term deposits are placed with banks and are categorised as
floating-rate financial assets. Contracts in place at 30(th) April 2025 had a
weighted average period to maturity of 8 days (2024: 45 days) and a weighted
average annualised rate of interest of 3.01%. (2024: 3.71%).

 

Interest rate risk sensitivity analysis

It is estimated that a change in base rate to zero would have increased the
Group's loss before taxation for the year to 30(th) April 2025 by
approximately £391,429 (2024: £507,038).

 

It is estimated that an increase in base rate by 1 percent would decrease the
Group's loss before taxation for the year to 30(th) April 2025 by
approximately £79,781 (2024: £119,453).

 

There is no difference between the book and fair value of financial assets and
liabilities.

 

 

 

15   Financial instruments (continued)

 

Capital management

The primary aim of the Group's capital management is to safeguard the Group's
ability to continue as a going concern, to support its businesses and maximise
shareholder value. The Group monitors its capital structure and makes
adjustments as and when it is deemed necessary and appropriate to do so using
such methods as the issuing of new shares. At present all funding is raised by
equity.

 

16   Share capital

                                                                           As at 30(th) April
                                                                           2025        2024
                                                                           £000's      £000's
 Authorised
 168,109,066 (2024: 158,975,667) Ordinary Shares of £0.01 each             1,681.1     1,589.8
 1,355,100 (2024: 1,355,100) Convertible Preference Shares of £0.01 each   13.6        13.6
                                                                           ------      ------
 Allotted, called up and fully paid
 168,109,066 (2024: 158,975,667) Ordinary Shares of £0.01 each             1,681.1     1,589.8
 162,100 (2024: 162,100) Convertible Preference Shares of £0.01 each       1.6         1.6
                                                                           ------      ------
                                                                           1,682.7     1,591.4
                                                                           ------      ------

 

Share Rights

 

The ordinary share and preference shares rank pari passu in all respects other
than:

 

· The losses which the Group may determine to distribute in respect of any
financial period shall be distributed only among the holders of the Ordinary
Shares. The Preference Shares shall not entitle the holders of them to any
share in such distributions.

· On a return of capital or assets on a liquidation, reduction of capital or
otherwise the surplus assets of the Group remaining after payment of its
obligations shall be applied:

o First, in paying to the holders of the Preference Shares the amount paid
thereon, being the amount equal to the par value of the preference shares
excluding any premium; and

o Secondly, the balance of such surplus assets shall belong to and be
distributed amongst the holders of the Ordinary Shares.

 

The Preference Shareholders have the right, at any time, to convert the
preference shares held to the same number of Ordinary Shares. There are no
further redemption rights.

 

During the year, a total of 805,975 options over Ordinary Shares of £0.01
each were exercised for a total consideration of £8,060.

 

During the year, no Preference Shares were converted to Ordinary Shares of
£0.01 each.

 

Share options

 

Employee related share options are disclosed in note 20.

 

17   Pensions

 

The Group operates a defined contribution group personal pension scheme. The
pension cost charge for the period represents contributions payable by the
Group to the scheme and amounted to £281,833 (2024: £495,220). Included
within other creditors is £43,016 (2024: £37,207) relating to outstanding
pension contributions.

 

18   Capital commitments

 

At 30(th) April, the Group had capital commitments as follows:

                                                                2025       2024
                                                                £000's     £000's

 Contracted for but not provided in these financial statements  277.0      515.7
                                                                ------     ------

 

 

19   Related party transactions

 

The Directors consider that no one party controls the Group.

Details of key management personnel and their compensation are given in note 4
and in the Directors' Remuneration Report on pages 14 to 18.

 

Included within these statements, as shown in note 10 and note 27, are amounts
totalling £147,440 (2024: £91,593) relating to employee share option
exercises which were owed as at April 30 2025.

 

20   Share-based payments expense and share options

 

Share-based payment expense

 

The Group has incentivised and motivated staff through the grant of share
options under the Enterprise Management Incentive (EMI) scheme and through
unapproved share options.

 

At 30(th) April 2025, the following fully vested options, whose fair values
have been fully charged to the consolidated statement of total comprehensive
income, were outstanding:

 

Approved share options:

 Date of grant  Number of shares  Period of  Vesting   Exercise

                                   option    date      Price per share

 08/02/18       78,375            10 years   08/02/21  £0.21
 24/01/19       390,500           10 years   18/01/22  £0.182
 09/07/19       238,983           10 years   09/07/22  £0.295
 19/03/20       655,000           10 years   19/03/23  £0.255

 

Unapproved share options:

 Date of grant  Number of shares  Period of            Exercise

                                   option    Vesting   Price per share

                                             date
 15/08/2017     75,810            10 years   15/08/18  £0.01
 24/01/2019     1,127,777         10 years   23/01/22  £0.01
 29/08/2019     207,229           10 years   29/08/20  £0.01
 26/03/2020     15,000            10 years   19/03/23  £0.01
 22/09/2020     65,812            10 years   22/09/21  £0.01

 

 

Black Scholes valuation

                           Weighted Average Exercise Price     Number
                           2025              2024              2025         2024
 Outstanding:              £                 £
 At start of the period    0.2632            0.2213            8,316,157    6,978,331
 Granted in the period     0.1275            0.4377            2,501,435    2,832,777
 Exercised in the period   0.01              0.2550            (805,975)    (75,000)
 Lapsed in the period      0.2362            0.4057            (461,985)    (1,419,951)
                           -----             -----             --------     --------
 At the end of the period  0.2520            0.2632            9,549,632    8,316,157

                           -----             -----             --------     --------

 

The exercise price of options outstanding at the end of the period ranged
between £0.01 and £0.44 and their weighted average contractual life was 7.3
years (2024: 7.3 years). These share options are exercisable and must be
exercised within 10 years from the date of grant.

 

 

 

20   Share-based payments expense and share options (continued)

 

Ilika plc Executive Share Option Scheme 2010

 

At 30(th) April 2025 the following share options were outstanding in respect
of the Ilika plc Executive Share Option Scheme 2010:

 Date of grant  Number of shares  Period of option  Vesting   Exercise

                                                    Date      Price per share

 08/02/18       78,375            10 years          08/02/21  £0.21
 24/01/19       390,500           10 years          18/01/22  £0.182
 09/07/19       238,983           10 years          09/07/22  £0.295
 19/03/20       655,000           10 years          19/03/23  £0.255
 26/01/23       1,062,786         10 years          26/01/26  £0.52
 14/12/23       1,877,300         10 years          14/12/26  £0.44
 24/02/25       890,832           10 years          24/02/28  £0.453

 

All of the options have been valued using the Black-Scholes methodology, with
an expected volatility rate of between 37.7% and 100%, the interest rate being
the bank of interest base rate at the time of grant and an expected period to
maturity of 3 years.

 

Members of staff in the Group are awarded options in respect of ordinary
shares in Ilika plc, which are conditional upon the achievement of a series of
financial and commercial milestones.

 

219,000 options lapsed in the year and no options were exercised.

 

Ilika plc unapproved share options

 

At 30(th) April 2025 the following share options were outstanding in respect
of Ilika plc unapproved share options:

 Date of grant  Number of shares  Period of option  Vesting  Exercise

                                                    Date     Price per share

 15/08/17       75,810            10 years          15/08/18         £0.01
 24/01/19       1,127,777         10 years          23/01/22         £0.01
 29/08/19       207,229           10 years          29/08/20         £0.01
 26/03/20       15,000            10 years          19/03/23         £0.255
 22/09/20       65,812            10 years          22/09/21         £0.01
 22/09/21       33,394            10 years          22/09/22         £0.01
 26/01/23       419,754           10 years          26/01/26         £0.01
 20/09/23       146,804           10 years          20/09/24         £0.01
 14/12/23       653,673           10 years          14/12/26         £0.01
 24/09/24       391,803           10 years          24/09/25         £0.01
 24/02/25       1,218,800         10 years          04/05/28         £0.51

 

242,985 options lapsed in the year and 805,975 options were exercised.

 

There are total of 3,034,684 options from both schemes which were capable of
being exercised as at 30(th) April 2025.

 

                                     2025     2024
                                     £000's   £000's
 Share-based payment expense
      Black Scholes calculation      526.7    383.1
                                     ------   ------

 

 

 

 

 

 

21  Post Balance Sheet Events

 

Following the end of the financial year on 30 April 2025 the Company completed
a fund raise by way of equity placing, open offer and Director subscriptions
of 12,693,109 new Ordinary shares at £0.33 per share resulting in gross
proceeds of £4.2m

 

On 15(th) July 2025 the Group announced that it had been awarded further grant
funding. This support is being provided from the newly launched Demonstrate
fund, facilitated by the Advanced Propulsion Centre UK (APC), in a 12-month,
£3 million collaboration programme, of which Ilika will receive £1.25
million in grant funding commencing 1(st) August 2025.

 

 

22 Company details

 

Ilika plc is a public limited company registered in England and Wales with
company number 07187804 and whose registered office is Unit 10a, The
Quadrangle, Premier Way, Romsey, England, SO51 9DL.

 

Company Balance sheet of Ilika plc

Company number 07187804

 

                                                   As at 30(th) April
                                                   2024        2024

                                           Notes   £000's      £000's
 ASSETS
 Non-current assets
   Investments in subsidiary undertaking   25      68,907.7    66,429.7
  Amount due from subsidiary undertaking   26      93.7        603.5
                                                   -------     -------
                                                   66,001.4    67,033.2
 Current assets
 Trade and other receivables               27      202.8       145.6
                                                   -------     -------
 Total assets                                      69,204.2    67,178.8
                                                   -------     -------
 Equity
   Issued share capital                    16      1,682.7     1,591.4
   Share premium                                   67,035.8    64,932.7
   Retained earnings                               348.3       337.1
                                                   -------     -------
                                                   69,066.8    66,861.2
 LIABILITIES
 Current liabilities
    Trade and other payables               28      137.4       317.6
                                                   -------     -------
 Total liabilities                                 137.4       317.6
                                                   -------     -------
 Total equity and liabilities                      69,204.2    67,178.8
                                                   -------     -------

 

No profit and loss account is presented for the Company as permitted by
Section 408 of the Companies Act 2006. The Company's loss for the year was
£516,409 (2024: loss of £347,473).

 

The notes on pages 64 to 65 form part of these financial statements.

 

These financial statements were approved and authorised for issue by the Board
of Directors on 16(th) July
2025.

 

 

 

 

 

Mr. K Jackson

Chairman

 

 

 

 

 

                                                                                                         Year ended 30(th) April
                                                                                                         2025          2024
                                                                                                         £000's        £000's
 Cash flows from operating activities
 Loss before tax                                                                                         (516.4)       (347.5)
 Adjustments for:
 Equity settled share-based payments                                                                     527.7         383.1
                                                                                                         ------        ------
 Operating cash flow before changes in working capital, interest and taxes                               11.3          35.6

 Decrease / (Increase) in trade and other receivables                                                    (57.2)        23.9
 (Decrease)/ Increase in trade and other payables                                                        (180.2)       307.7
                                                                                                         ------        ------
 Cash generated (used in) / from operations                                                              (226.1)       367.2

 Cash flows from investing activities
 Decrease / (Increase) in amounts due from subsidiary undertaking                                        509.7         (384.9)
 Investment in subsidiary company                                                                        (2,478.0)     -
                                                                                                         ------        ------
 Net cash used in investing activities                                                                   (1,968.3)     (384.9)

 Cash flows from financing activities
 Proceeds from issuance of ordinary share capital                                                        2,339.7       17.7
 Costs of share issue                                                                                    (145.3)       -
                                                                                                         ------        ------
 Net cash from financing activities                                                                      2,194.4       17.7
                                                                                                         ------        ------
 Net increase in cash and cash equivalents                                                               -             -
 Cash and cash equivalents at the start of the year                                                      -             -
                                                                                                         ------        ------
 Cash and cash equivalents at the end of the year                                                        -             -
                                                                                                         ------        ------

Ilika plc

Company cashflow statement

 

 

 

The notes on pages 64 to 65 form part of these financial statements.

Ilika plc

Company statement of changes in equity

 

                                                 Share                 Total

                                       Share     premium    Retained   attributable to

                                       capital   account    Earnings   equity holders
                                       £000's    £000's     £000's     £000's

 As at 30th April 2023                 1,590.6   64,915.8   301.5      66,807.9
 Issue of shares                       0.8       16.9       -          17.7
 Cost of issue                         -         -          -          -
 Share-based payment                   -         -          383.1      383.1
 Loss and total comprehensive expense  -         -          (347.5)    (347.5)
                                       ------    --------   ------     ---------
 As at 30th April 2024                 1,591.4   64,932.7   337.1      66,861.2
 Issue of shares                       91.3      2,248.4    -          2,339.7
 Cost of issue                         -         (145.3)    -          (145.3)
 Share-based payment                   -         -          527.7      527.7
 Loss and total comprehensive expense  -         -          (516.4)    (516.4)
                                       ------    --------   ------     ---------
 As at 30th April 2025                 1,682.7   67,035.8   348.4      69,066.9
                                       ------    ---------  ------     ---------

 

Share capital

The share capital represents the nominal value of the equity shares in issue.

 

Share premium account

When shares are issued, any premium paid above the nominal value is credited
to the share premium reserve.

 

Retained earnings

The retained earnings reserve records the accumulated profits and losses of
the Company since inception of the business.

 

The notes on pages 64 to 65 form part of these financial statements.

 

 

 

 

 

 

 

 

Ilika plc

Notes to the financial statements

 

23 Accounting polices

 

Basis of preparation

 

These financial statements have been prepared in accordance with UK adopted
international accounting standards in conformity with the requirements of the
Companies Act 2006.

 

Taxation, share based payments and financial instruments

 

For the relevant accounting policies please see note 1.

 

Investments in subsidiary undertakings

 

Investments in subsidiary undertakings where the Company has control are
stated at cost less any provision for impairment.

 

Key sources of estimation and uncertainty

 

The Company holds a significant investment in its subsidiary, Ilika
Technologies Ltd, of £68.9m (2024: £66.4m). In assessing the carrying value
of this asset for impairment, the Directors have exercised judgement in
estimating its recoverable amount. The determination of the valuation for this
asset is based on the discounted estimated future cash flows generated from
out-licensing transactions. The valuation is derived from independent
financial modelling by market analysts that evaluates a range of potential
outcomes from what are considered the key variables, including the probability
and timing of licensing agreements being signed, the expected licensing terms
that will be negotiated and the anticipated revenues generated as a result.
Given the level of headroom indicated by the impairment review, the discount
rate assumption is not considered to be sufficiently sensitive to change to
impact the conclusion of the review.

 

24 Directors' remuneration

 

The only employees of the Company are the Directors. In respect of directors'
remuneration, the disclosures required by Schedule 5 to the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 are
included in the detailed disclosures in the audited section of the Directors'
Remuneration Report on pages 14 to 18, which are ascribed as forming part of
these financial statements.

 

25 Investment in subsidiary undertaking

 

Investments in Group undertakings are stated at cost.

 

Ilika plc has a wholly owned subsidiary, Ilika Technologies Ltd. Ilika
Technologies Ltd (Incorporated in the UK) made a loss for the year of
£5,385.8k (2024: £4,466.0k) and had net assets as at 30th April 2025 of
£17,020.3k (2024: £19,928k).

                                         2025      2024
 Shares in Group undertakings (at cost)  £000's    £000's

 At 1st May                              66,429.7  66,429.7
 Additions                               2,478.0   -
                                         ------    ------
 At 30(th) April                         68,907.7  66,429.7
                                         ------    ------

 

 

 

 

25 Investment in subsidiary undertaking (continued)

 

The registered address of Ilika Technologies Ltd is unit 10a, The Quadrangle,
Premier Way, Abbey Industrial Park, Romsey, SO51 9DL. The Company registration
number is 05048795.

 

26 Amount due from subsidiary undertaking

                         2025     2024
                         £000's   £000's

 Ilika Technologies Ltd  93.7     603.5
                         ------   ------

 

27 Trade and other receivables

                    2025     2024
                    £000's   £000's

 Other receivables  156.6    104.4
 Prepayments        46.3     41.3
                    ------   ------
                    202.9    145.7
                    ------   ------

 

28 Trade and other payables

                 2025                        2024
                 £000's                      £000's

 Trade payables  8.6                         40.2
 Accruals        128.8                       277.4
                 ------                      ------
                 137.4                       317.6

 

29 Related party transactions

 

During the year, the Company recharged costs totalling £214,270 (2024:
£557,692) to its subsidiary, Ilika Technologies Ltd. Amounts owed by Ilika
Technologies Ltd are disclosed in note 26..

 

Included within these statements, as shown in note 10 and note 27, are amounts
totalling £147,440 (2024: £91,593) relating to employee share option
exercises which were owed as at April 30 2025.

 

Details of key management personnel and their compensation are given in note 4
and in the Directors' Remuneration Report on pages 14 to 18.

 

 

The Directors consider that no one party controls the Company.

 

30   Post Balance Sheet Events

 

Following the end of the financial year on 30 April 2025 the Company completed
a fund raise by way of equity placing, retail offer and Director subscriptions
of 12,693,109 new Ordinary shares at £0.33 per share resulting in gross
proceeds of £4.2m.

 

 

 

 

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