Annual Report

Registered number: 12758732

ASHINGTON INNOVATION PLC

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

ASHINGTON INNOVATION PLC

COMPANY INFORMATION

ASHINGTON INNOVATION PLC

CONTENTS

The Directors present their report and financial statements for the year ended 31 December 2024.

Ashington Innovation PLC is a Special Purpose Acquisition Company (SPAC). On the 06 June 2023 the Company obtained FCA approval for the listing of its shares on the Main Market of the London Stock Exchange, Standard Segment. The Company also obtained a dual listing on the Frankfurt Stock Exchange in August 2023. Following changes to the Listing rules, the Company is listed in the Shell Companies (Equity Shares) Category.

The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation, by taking advantage of opportunities to acquire companies or businesses in the technology sector and to operate those that it acquires. The Directors are responsible for carrying out this objective, implementing the Company's business strategy and conducting its overall supervision.

During the year under review, the Company did enter non-binding Heads of Terms to make its first acquisition, but the Directors decided ultimately not to proceed with it. As at the date of this Annual Report, the Company has not identified any other specific acquisition targets into which negotiations have been entered. The Company continues to actively seek a suitable acquisition target and the intention remains to acquire a controlling interest in target business(es) or company(ies). The Directors consider the potential vendors of target companies or businesses will be attracted by the opportunity to hold an interest in a London listed company with access to capital markets, M&A expertise and the corporate governance experience to manage and develop a quoted business.

Whilst the Company continues to review a broad range of acquisition opportunities, once the Company carries out an acquisition in a specific sector, it intends to focus its activities on that sector and to build its strategy in that sector. The Directors' intention is to create a trading business and the Company may seek to simultaneously acquire more than one business that has complementary people and technology in order to create one larger company, but the Directors do not intend the enlarged group to become a holding company for projects in multiple sectors or to become an investment entity. The Company will not, therefore, be pursuing a strategy or policy of diversification and spreading risk in its acquisitions.

While the Company pursues its long-term strategy to seek an acquisition target, it nevertheless needs to fund the overheads associated with maintaining its status as a listed company. To that end, on 02 August 2024 the Company raised additional finance through an issue of 10,000,000 Ordinary £0.01 shares at a premium of £0.01 per share and a further issue of 2 Ordinary £0.01 shares at nominal value.

Environmental Responsibility

The Board of Directors believe that any matters related to environmental responsibility are not currently applicable as there are no operating activities. Nevertheless, the Board of Directors recognises the importance of environmental responsibility and will always comply with local regulatory environmental requirements in the event where future operational activities occur.

Social, community and human rights responsibility

The Board of Directors recognise the responsibility towards partners, suppliers, investors, lenders and the local community in which future operational activities will take place.

Currently the Company has no employees other than Directors. All Directors of the Company are male.

The Company is a relatively new entity with a limited operating history. Despite no acquisition yet having been completed, the Company has, of necessity, incurred expenditure and therefore the only current key performance indicator is the expenditure incurred for the period. The Directors operate a strict control of overhead costs.

Principal risks and uncertainties

Transaction risk

The Company has limited cash resources which will diminish over time owing to the Company's on-going operating costs, particularly in the period before an acquisition is completed. The Company may be unable to obtain sufficient financing, if required, to complete an acquisition or to fund the target's operations or may not be able to obtain such financing on terms acceptable to the Company.

In addition, the Company is dependent on the Directors to identify suitable acquisition opportunities. Whilst the Directors have considerable relevant experience of acquiring companies, businesses and assets in the nature of those that the Company will seek to acquire, there is a risk that the Directors may not be able to source suitable targets or execute an acquisition, and that any targets identified may not fully align with the Company's objectives and business plans.

Economic uncertainties

The global financial markets are experiencing continued volatility and geopolitical issues and tensions continue to arise. Many countries have continued to experience recession or negligible growth rates, which have had, and may continue to have, an adverse effect on consumer and business confidence. The resulting low consumer and business confidence has led to low levels of demand for many products across a wide variety of industries. The Company cannot predict the severity or extent of these recessions and/or periods of slow growth. Accordingly, the Company's estimate of the results of operations, financial condition and prospects of an acquisition target will be uncertain and may be adversely impacted by unfavourable general global, regional and national macroeconomic conditions.

Going Concern

As at 31 December 2024, the Company had cash at bank of £185,810 but made a loss for the year ended at that date of £268,558 and has an accumulated deficit on the statement of comprehensive income of £1,542,082. The Company was established as a Special Purpose Acquisition Company and, as such is unlikely to make any profit until the completion of a suitable acquisition.

During the year, the Company raised £199,990 net of costs through the issue of new Ordinary shares to new investors, but further funding is required under the Company's long-term plan to continue to seek acquisition candidates, and the Company plans to raise significant further equity capital either from existing or new investors. However, the plans to raise additional equity capital from existing and new shareholders, and the successful completion of a suitable acquisition are matters that are not entirely within the control of the Directors, and represent material uncertainties regarding the Company's ability to continue as a going concern.

The Directors have a reasonable expectation that the Company has adequate resources or access to further capital to continue in operational existence for the foreseeable future and for this reason will continue to adopt the going concern basis in the preparation of its financial statements.

As referred to in Accounting Policy 2.2 Going Concern, the Directors believe that the adoption of the going concern basis of accounting is appropriate. Accordingly, the accompanying financial statements do not include any adjustments that would be required if they were not prepared on a going concern basis.

During the year, the Directors have acted to promote the success of the Company for the benefit of its members as a whole. While discharging their duties, section 172 (1) requires the Directors to have regard to, amongst other matters, the;‑ Likely long‑term consequences of decisions‑ Business relationships with suppliers‑ Impact on the community and environment‑ Reputation for high standard of business conduct‑ Need to act fairly between members of the CompanyThe Directors are responsible for the Company's objectives and business strategy and its overall supervision. Acquisition, divestment, and other strategic decisions will all be considered and determined by the Directors. The Directors have focussed long-term strategic objectives and therefore are clear on the potential long-term consequences of not meeting these objectives. The Directors have good working relationships with existing suppliers, and through their considerable combined experience and high standards of business conduct they will continue to foster the existing and new relationships with suppliers, members and the wider community in order to continue to promote the success of the Company.The Directors have and will continue to provide leadership within a framework of appropriate and effective controls. The Directors operate and monitor the corporate governance values of the Company and have overall responsibility for setting the Company's strategic aims, defining the business objective, managing the financial and operational resources of the Company, and reviewing the performance of the officers and management of the Company's business both prior to and following an acquisition. 

This report was approved by the board and signed on its behalf.

ASHINGTON INNOVATION PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

The principal activity of the Company is that of a Special Purpose Acquisition Company.

The loss for the year, after taxation, amounted to £268,558 (2023 ‑ loss for the 17-month period amounted to £878,218).

The directors have not recommended a dividend in respect of the current year and no dividend was recommended or declared in the prior year.

The Company made no political contributions in respect of the current year and none were made in respect of the prior period.

The Directors who served during the year were:

As referred to in the Strategic Report, the Company, following the successful listing of its shares on the Main Market of the London Stock Exchange, is actively looking for suitable acquisition targets.

Each of the persons who are Directors at the time when this directors' report is approved has confirmed that:

· so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

· the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. The independent auditor, MHA, will be proposed for reappointment at the forthcoming Annual General Meeting.

This report was approved by the board and signed on its behalf.

ASHINGTON INNOVATION PLC

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASHINGTON INNOVATION PLC

For the purpose of this report, the terms "we" and "our" denote MHA in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Ashington Innovation plc. For the purposes of the table on pages 13 to 14 that sets out the key audit matters and how our audit addressed the key audit matters, the terms "we" and "our" refer to MHA. The "Company" is defined as Ashington Innovation plc. The relevant legislation governing the Company is the United Kingdom Companies Act 2006 ("Companies Act 2006").

Opinion

We have audited the financial statements of Ashington Innovation plc for the year ended 31 December 2024. The financial statements that we have audited comprise:

· the Statement of Comprehensive Income

· the Statement of Financial Position

· the Statement of Changes in Equity

· the Statement of Cash Flows, and

· Notes 1 to 19 of the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the Company's financial statements is applicable law and International Financial Reporting Standards and interpretations as adopted by the UK (collectively UK adopted IFRS).

In our opinion, the financial statements:

· give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of the Company's loss for the period then ended;

· have been properly prepared in accordance with UK adopted IFRS; and

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

Our opinion is consistent with our reporting to the Board of Directors.

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 Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2.2 in the financial statements, which explains that further funding is required under the Company's long-term plan to continue to seek acquisition candidates, and the Company plans to raise significant further equity capital within this period, either from existing or new investors. The necessary investment by existing and new shareholders, and the successful completion of a suitable acquisition are both matters that are not entirely within the control of the Directors as stated within note 2.2 and represent material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

· The consideration of inherent risks to the Company's operations and specifically its business model.

· The evaluation of how those risks might impact on the Company's available financial resources.

ASHINGTON INNOVATION PLC

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASHINGTON INNOVATION PLC (CONTINUED)

· Where additional resources may be required, the reasonableness and practicality of the assumptions made by the Directors when assessing the probability and likelihood of those resources becoming available.

· Liquidity considerations including examination of the Company's cash flow projections.

· Viability assessment including consideration of reserve levels and business plans.

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

Overview of our audit approach

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. These matters included those matters 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.

ASHINGTON INNOVATION PLC

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASHINGTON INNOVATION PLC (CONTINUED)

Our application of materiality

Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial statements. 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. Materiality is used in planning the scope of our work, executing that work and evaluating the results. 

Materiality in respect of the Company was set at £4,300 (2023: £6,800) which was determined on the basis of 2% of the Company's gross assets (2023: 2% of the Company's gross assets). This was deemed to be the appropriate benchmark for the calculation of materiality as this is a key area of the financial statements with which the users of the financial statements are principally concerned.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

Performance materiality for the Company was set at £3,010 (2023: £4,760) which represents 70% (2023: 70%) of the above materiality levels. 

The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the systems and controls and the level of misstatements arising in previous audits. 

We agreed to report any corrected or uncorrected adjustments exceeding £215 (2023: £340) to the Board of Directors as well as differences below this threshold that in our view warranted reporting on qualitative grounds. 

The control environment

We evaluated the design and implementation of those internal controls of the company which are relevant to our audit, such as those relating to the financial reporting cycle.

Climate-related risks

In planning our audit and gaining an understanding of the company, we considered the potential impact of climate-related risks on the business and its financial statements. We obtained management's climate-related risk assessment, along with relevant documentation relating to management's assessment and held discussions with management to understand their process for identifying and assessing those risks.

We critically reviewed management's assessment and challenged the assumptions underlying their assessment. We have agreed with management's assessment that climate-related risks are not material to these financial statements.

Reporting on other information The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 Company and its environment obtained during the audit, we have not identified material misstatements in the strategic report or the directors' report. 

Directors' remuneration report

Those aspects of the director's remuneration report which are required to be audited have been prepared in accordance with applicable legal requirements.

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, or returns adequate for our audit have not been received from branches not visited by us; or 

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

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

· the part of the directors' remuneration report to be audited is not in agreement with the accounting records and returns; or 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 

A further description of our responsibilities for the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.

Extent to which the audit was considered 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.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

Identifying and assessing potential risks arising from irregularities, including fraud

The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud, included the following:

· We considered the nature of the industry and sector, the control environment, business performance including remuneration policies and the Company's own risk assessment that irregularities might occur as a result of fraud or error. From our sector experience and through discussion with the directors, we obtained an understanding of the legal and regulatory frameworks applicable to the Company focusing on laws and regulations that could reasonably be expected to have a direct material effect on the financial statements, such as provisions of the Companies Act 2006, listing rules and UK tax legislation.

· We enquired of the directors and management concerning the Company's policies and procedures relating to:

- identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and

- the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

· We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by evaluating management's incentives and opportunities for manipulation of the financial statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management override of controls.

Audit response to risks identified

In respect of the above procedures:

· we corroborated the results of our enquiries through our review of the minutes of the Company's Board meetings;

· audit procedures performed by the engagement team in connection with the risks identified included:

- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations expected to have a direct impact on the financial statements.

- testing journal entries, including those processed late for financial statements preparation, those posted by infrequent or unexpected users, those posted to unusual account combinations;

- evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias;

- enquiry of management around actual and potential litigation and claims.

- challenging the assumptions and judgements made by management in its significant accounting estimates; and

- obtaining bank confirmations from third party institutions to confirm existence.

· we communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Other requirements

We were reappointed by the members on 17 June 2024 and the current period is the second year of our engagement.

We did not provide any non-audit services which are prohibited by the FRC's Ethical Standard to the Company, and we remain independent of the company in conducting our audit.

Use of our report 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. 

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, these financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical Standard (('ESEF RTS'). This auditor's report provides no assurance over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS. 

Jason Mitchell MBA BSc FCA   (Senior Statutory Auditor) 

for and on behalf of MHA, Statutory Auditor 

Maidenhead, United Kingdom 

28/04/2025

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)

ASHINGTON INNOVATION PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

ASHINGTON INNOVATION PLC

REGISTERED NUMBER: 12758732

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board of directors and were signed on its behalf by:

The notes on pages 22 to 35 form part of these financial statements.

ASHINGTON INNOVATION PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

The notes on pages 22 to 35 form part of these financial statements.

ASHINGTON INNOVATION PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. General Information

Ashington Innovation PLC (the 'Company') is a public company incorporated in England and Wales and domiciled in the United Kingdom. The Company's registered office is at 27/28 Eastcastle Street, London, W1W 8DH.

The Company's principal activity is that of a Special Purpose Acquisition Company.

The prior year accounting period was for 17 months to 31 December 2023. The period end was extended to fall in line with the calendar year.

These financial statements are presented in pounds sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.

2. Material Accounting policies

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively UK adopted IFRS) and those parts of the Companies Act 2006 that are relevant to companies reporting in accordance with UK adopted IFRS.

The financial statements have been prepared under the historical cost convention unless otherwise specified within the accounting policies.

In preparing the financial statements, management made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The Directors do not consider there to be any critical judgements that have been made in arriving at the amounts recognised in the financial statements.

The Company was established as a Special Purpose Acquisition Company and although the Company is unlikely to make any profit until the successful completion of a suitable acquisition, the Directors have a reasonable expectation that the Company has, or will have, adequate resources or access to capital to enable it to continue in operational existence for the foreseeable future and for this reason will continue to adopt the going concern basis in the preparation of its financial statements.

Accounting standards require that the going concern review period covers at least 12 months from the date of approval of the financial statements, although they do not specify how far beyond 12 months the Directors should consider. In undertaking the going concern review, the Directors have reviewed the Company's cash flow forecasts to 30 April 2026 (the going concern period). Given the Company's plans and requirements, a review period of 12 months is considered appropriate.

The review indicates that further funding is required under the Company's long‑term plan to continue to seek acquisition candidates, and the Company plans to raise significant further equity capital within this period, either from existing or new investors.

The necessary investment by existing and / or new shareholders, and the successful completion of a suitable acquisition are both matters that are not entirely within the control of the Directors, and thus represent material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern.

Notwithstanding the existence of these material uncertainties, given the plans currently in place, the Directors believe that the adoption of the going concern basis of accounting is appropriate. The accompanying financial statements do not include any adjustments that would be required if they were not prepared on a going concern basis.

Income tax expense represents the sum of the tax currently payable and deferred tax.

There is no tax payable as the Company has made a taxable loss for the year. Taxable loss differs from 'Loss for the year' as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

The Company's current tax liability would be ordinarily calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax liabilities are generally recognised for all taxable temporary differences between accounting profits/ losses and taxable profits/ losses. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are calculated at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

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

Finance income represents interest receivable and is recognised in profit and loss using the effective interest method.

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short‑term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial liabilities including trade and other payables are non-interest bearing and carried at the original invoice amount. Trade payables represent obligations to pay for services that have been provided in the ordinary course of business. All financial liabilities approximate to fair value due to the short-term nature of the financial instruments.

Ordinary shares are classified as equity and are carried at par value. Share premium represents the excess money received for issued shares above the par value, net of transaction costs.

Accumulated deficit is classified as equity and represents the accumulated trading losses of the Company.

The Company has issued warrants to initial investors and certain counter parties and advisers.

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of the grant, equating to the end date the Company and counterparty had a shared understanding of the items and conditions of the agreement. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

* Additional share-based payments were made in the prior year to a senior manager, who was not an employee, of £8,281 to give total share-based payments of £195,851 as included in the table below.

During the year, retirement benefits were accruing to 0 (2023: 1) director in respect of qualifying services:Directors' emoluments include salary and fees paid to Directors which are detailed in Note 16 as related party transactions.

A breakdown of the remuneration paid to each Director who served during the year is included within the Directors Remuneration Report on page 10, which also provides details of share-based payments.

Factors affecting the current year tax charge

At Spring Budget 2021, the government announced an increase in the Corporation Tax main rate from 19% to 25% for companies with profits over £250,000 together with the introduction of a small profits rate of 19% with effect from 01 April 2023. The small profits applies to companies with profits of not more than £50,000, with marginal relief available for profits up to £250,000. The prior period was a long period of 17 months to 31 December 2023 and the pro-rated effective tax rate was 22.18%. The current year effective tax rate is 25.0%.

No liability to UK corporation tax arose on the ordinary activities for the current period.

The Company has estimated excess management expenses of £1,734,924 (2023: £1,468,625) available for carry forward against future trading profits.The tax losses have resulted in a deferred tax asset at a rate of 25% (2023: 25%) of approximately £433,731 (2023: £367,156) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

Changes in tax rates and factors affecting the future tax charges

There were no factors that may affect future tax charges.

The Company has assessed the impact of the Pillar Two model rules on its financial statements. Based on the Company's current operations and tax structure, the implementation of these rules does not have a material impact on the Company's financial position, results of operations, or cash flows.

Other payables consist of transactions with related parties which are disclosed in detail in Note 16.

As at 31 December 2024 there is no ultimate controlling party.

On 31 May 2023 the Company entered into an arrangement to issue warrants to senior management, including the Directors, of the company. These warrants will entitle the warrant holder to subscribe, following (and conditional upon) completion of an acquisition, for such a number of Ordinary Shares as is equal, in aggregate, to 5% of the number of new Ordinary Shares to be issued as consideration shares pursuant to the acquisition at a subscription price of £0.03 per share. These warrants will be exercisable for a period of two years from the date of completion of the acquisition.

At the date of the warrant instrument being issued, the number of consideration shares that will be issued following an acquisition is unknown and therefore the number of shares subject to the warrants is unknown. The timing of an acquisition is also unknown and therefore the expiry date of the warrants is unknown. It is therefore not possible to disclose the number of warrants outstanding or exercisable at the beginning nor end of the period nor the weighted average remaining contractual life. No warrants were forfeited, expired nor were exercised during the period.

As the warrants are to be settled in ordinary shares of the company, they have been accounted for as an equity settled share-based payment in line with IFRS2.

Given the number of unknown factors outlined above, the fair value of warrants was determined by applying a Monte-Carlo simulation. The share-based payment charge for the warrants has been taken in full at the date of the warrant instrument being signed as there are no vesting conditions specified within the warrant instrument.

A Monte Carlo simulation requires a number of assumptions to be made. The key assumptions made to input into the Monte-Carlo simulation in respect of the warrants are as follows:

The Company recognised £Nil (2023: £195,851) of expenditure related to the warrants in the period.

Registered number: 12758732

ASHINGTON INNOVATION PLC

DETAILED ACCOUNTS

FOR THE YEAR ENDED 31 DECEMBER 2024