ILIKA plc

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

Full Year Results

Ilika (AIM: IKA), an independent global expert solid-state battery technology, announces its results for the year ended 30 April 2024 (the "Period").

During the Period, Ilika continued to develop and commercialise its thin-film Stereax® miniature solid state batteries ("SSBs") for powering implantable medical devices and industrial wireless sensors in specialist environments, and significantly progressed the transfer of manufacturing to US-headquartered Cirtec Medical LLC ("Cirtec"). During the financial year, Ilika also achieved significant milestones in the development roadmap of its large-format Goliath cells for electric vehicles ("EV") and cordless appliances.

Operational highlights:

Stereax

·    First customer shipments of M300 batteries from UK pilot manufacturing facility.

·    Entered ten-year licensing agreement and technology transfer with Cirtec.

·    Despatched key equipment and substantially completed installation in the Cirtec facility to enable manufacture of the Stereax cells.

·    Continued collaboration with Cirtec to support the development plans and launch schedules of 21 Stereax customers.

Goliath

·    Reached significant development milestones

o  Achieved D4 design freeze and Li-ion energy density parity, making strong progress on the technology roadmap and meeting development milestones on time.

·    Strong scale-up progress

o  Faraday Battery Challenge: 24-month, £8.2m grant-funded HISTORY project, with input from BMW and Fortescue WAE.

o  Automotive Transformation Fund 16-month, £2.7m grant-supported SiSTEM project, collaborating with Mpac plc and UK Battery Industrialisation Centre ("UKBIC").

o  Welcomed Agratas (Tata Group's global battery business) as a full partner to the SiSTEM project.

·    Production-intent equipment trialled at vendor sites and installed at pilot facility to provide larger volumes of evaluation cells to customers.

·    Bi-lateral 12-month technology collaboration agreement with Agratas, and agreement outlining potential longer-term collaboration through to gigafactory implementation.

·    Continued interaction with automotive and consumer OEMs globally - pipeline of evaluation agreements with 17 companies

·    Portfolio of 62 granted patents, with 10 new grants in the reporting period; four additional international filings submitted.

Financial highlights:

·    Turnover £2.1m (2023: £0.7m) with other income of £0.5m (2023: £0.1m) giving a Total Income of £2.6m (2023: £0.8m)

·    EBITDA Loss adjusted for share-based payments for the year £4.1m (2023: £7m)

·    Loss per share 3.03p (2023: 4.61p)

·    Cash, cash equivalents and longer term bank deposits of £11.9m (2023: £15.9m)

Post-period end highlights:

·    Commenced testing of initial batch of P1 Goliath prototype batteries in a customer-sponsored programme following the successful completion of production and in-house testing.

·    Successful £2.3 million (gross) fundraising to support the Goliath roadmap and Stereax commercialisation.

·    Completed the delivery of its first batch of P1 Goliath batteries for customer testing by a tier 1 automotive company.

Outlook:

·    Cirtec contract represents most immediate commercialisation opportunity, allowing fulfilment of order book and creation of further commercial opportunities.

·    Stereax to focus, post US installation, on commissioning activities and engineering lots to fully qualify the process in readiness for production of commercial samples, expected in late CY2024.

·    Plans to increase commercial collaboration alongside Cirtec in the year ahead.

·    Clear Goliath roadmap: aim to reach the D8 development milestone by the end of the HISTORY programme grant in Q1 2025, underpinning licencing opportunities.

·    Pre-pilot production facility targets capacity increase to 1.5 MWh/a.

·    Commercial interest and government grant support expected to intensify as the Goliath product continues to mature.

Commenting on the results Ilika's Chief Executive Officer, Graeme Purdy, said, "We are proud of the further success we have made whilst developing our solid state battery technology. Both of our product lines, Stereax and Goliath, have seen significant operational progress as we continue to work towards commercialisation.

"Our contract with Cirtec is an enormous achievement and represents a significant opportunity to scale Stereax at pace through a partner that boasts a strong track record in the commercialisation of miniature medical devices. We are confident that the partnership positions Ilika well to deliver high quality, reliable and scalable supplies of Stereax batteries to our customers.

"Meanwhile, the global prospects for EVs, and Goliath, remain promising. Following the team's achievements we expect to be in the position to manufacture and deliver fully characterised P1 test pouch cells to customers in H2 2024. Based on our D4 design freeze, these cells have the potential to offer significant benefits not attainable with current EV battery technology. The Board expects both commercial interest and government grant support to intensify as the Goliath product continues to mature. Discussions with commercial and grant partners are in progress and the development programmes are being aligned to the timelines planned for market roll-out by the OEMs involved. Current estimates are that the UK EV battery market will be worth ca. £9bn by 2030 and Ilika is positioning its technology to be ready for that opportunity."

Analyst Briefing

The management team will be hosting a hybrid analyst briefing today at 9.30am. Analysts who wish to attend should contact Nick Rome at Walbrook PR on +44(0)20 7933 8780 or email [email protected] to register.

Investor Presentation

An investor presentation will be held this afternoon at 4.30pm and will be hosted through the digital platform, Investor Meet Company. Investors can sign up to Investor Meet Company for free and add to meet Ilika plc via the following link: https://www.investormeetcompany.com/ilika-plc/register-investor or for more information please contact Walbrook PR at [email protected]. 

About Ilika plc - 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.

ILIKA plc

STRATEGIC REPORT

Chairman, Prof. Keith Jackson's statement

This financial year was one of significant operational progress for Ilika as it continues to develop its solid state battery technology. The Board remains excited by the opportunity ahead and is confident in the Company's commercialisation strategy and future potential.

Goliath batteries meeting the Li-ion energy density cannot be understated. Firstly, the achievement opens the expectation of batteries which can be developed to outperform conventional batteries for energy density, with the inherent additional benefits of a wider range of operating temperatures and a stable chemistry allowing simplification of battery packages. For customers this creates opportunities for smaller, lighter and higher performance solutions for vehicle and device applications. Secondly, the intricacies of solid state battery should not be underestimated. This allows us to build a wide portfolio of intellectual property including patents, trade secrets and know how, which protects our business and our investors' commitments. Those same intricacies make the development and timing of the technology complex. The team is constantly working on not just its technical understanding but also on the most effective development and planning processes to deliver technical advances.

The D4 batteries arrived and met expectations in a timely manner. Our team's ability and commitment, and their effort and success in creating improved development processes and controls continue to be excellent.  Development of these batteries is also very much a wider aligned effort and the importance and value of grant funding from the Faraday Battery Challenge and the Automotive Transformation Fund is clear. The contribution from our suppliers and collaboration partners like MPAC and UK BIC and project steering from BMW, Fortescue WAE and Agratas joining as partner on SiSTEM and the potential collaboration on a gigafactory ensure our efforts are well aligned with market requirements.

Regarding Stereax, the Cirtec license agreement shortens and clarifies the route to market for medical devices. Device companies want a platform with an integrated battery and Cirtec can do this using our batteries, providing platforms to end users. These integrated platforms allow for an optimised and physically minimised solution, essential for medical applications, and fully exploiting our USPs. While the technology transfer of our equipment to Cirtec (excluding cathode production) is time consuming and complex given we have developed so much know-how and IP around the equipment and process, we remain confident this approach will create the best product opportunities and license returns for the Company and our shareholders. As always, and as I have come to expect, the Ilika team has worked tirelessly on the technology and subsequent equipment transfer, and to train the relevant personnel at Cirtec. The focus is now on completion of the transfer, producing the platforms and validating the customer expectations.

Outlook

Ilika's signed contract with Cirtec represents the most immediate commercialisation opportunity, which will enable fulfilment of the order book and create further opportunities for commercial engagement. The installation of Ilika's Stereax manufacturing equipment in Cirtec's US facility is nearing completion, at which point the focus will shift to the finalisation of commissioning activities and running engineering lots to fully qualify the Stereax manufacturing process in readiness for commencement of commercial sample production for its customers, which is estimated to begin towards the end of CY2024.

The Company has demonstrated strong progress as a result of its strategy and has a clear development roadmap for its Goliath cells. MVP aims to reach the D8 development milestone by the end of the HISTORY programme grant in Q1 CY2025, which will underpin future licencing opportunities.

The Board expects both commercial interest and government grant support to intensify as the Goliath product continues to mature.

In parallel, Ilika plans to increase the capacity of the Company's existing pre-pilot production facility using automation and larger scale items of equipment. It is anticipated that it will reach an installed capacity of 1.5 MWh/a, which will allow Ilika to scale production volumes and mature its technology to the level required to respond to automotive requests for quotation ("RFQs") by the end of calendar year 2025.

Jeremy Millard

Director

Principal Activities

Ilika has continued to develop and commercialise its cutting-edge solid state batteries. The Company's mission is to rapidly develop leading-edge IP, and 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. 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 three phases:

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

b) Scale-up to mid-scale manufacturing facilities to demonstrate product and process robustness, while also supporting initial commercialisation; and

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

Ilika has scaled-up its Stereax technology to a mid-scale manufacturing facility and initial deliveries of batteries were made in H1 CY 2023.

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.

To support Ilika's commitment to ESG, it maintains an ESG Committee with Board-level leadership. Taking a risk-managed approach, all aspects of the business incorporate environmental sustainability, social responsibility and appropriate corporate governance. ESG performance is reported at all levels within the organisation and monitored at Board level.

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 now been safely received by Cirtec and installation is substantially complete. Cirtec is now finalising commissioning of the equipment and shortly intends to start production of engineering lots. Once the process is established at the Cirtec facility, batches of products will be produced for 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 costumer samples is expected to commence by the end of CY2024.

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 materials 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 is willing to pay a premium for the enhanced vehicle range. To address this market, Ilika is driving forward its Goliath development programme. In November 2023, Ilika reached a point of maturity it refers to as its D4 development point, which is a design-freeze milestone in the Goliath roadmap upon which Ilika's first prototype for customer release, P1, is based. The P1 prototype is an intermediate milestone on Ilika's roadmap to its minimum viable product ("MVP") in 2025. The P1 Goliath prototype is a solid state pouch cell made from readily available materials including a lithium-nickel-manganese-cobalt oxide ("NMC") cathode and a silicon anode.

Reaching the D4 development point is an important milestone for the Company, effectively marking the start of Goliath's productisation journey; it means that a number of key data sets, including energy density and power density, have been met while showing that the Company is on track to achieve further improvements. Given the data sets that are now achievable, the Company is able to create P1 samples, which comprise multilayer stacks, for sale to OEMs for testing.

Over the first six months of CY 2024, Ilika has manufactured and tested batches of pouch cells based on the D4 development point prior to delivering fully characterised P1 cells to customers in H2 2024.

In parallel, Ilika has continued to progress its roadmap, and in December 2023 it was able to announce it had reached its 2023 stated intermediate technology development target of parity with lithium-ion energy density.

Ilika is currently in discussions with its customer base for Goliath batteries, which is primarily automotive OEMs, but also includes Tier 1 automotive suppliers and consumer appliance companies.

Work is continuing on Ilika's roadmap through to MVP, for which the corresponding D8 development point will be achieved by the end of the HISTORY project in Q1 2025. The MVP, or P2 prototypes, will be cells 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. 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

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 the first half of the current financial year, Ilika's development efforts have been supported specifically 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. In parallel, Ilika has been trialing production-intent equipment at vendor sites and its pilot facility in the UK. Since October 2023, this scale-up work has been supported by the Automotive Transformation Fund 16-month, £2.7m grant-supported SiSTEM project, in which Ilika is collaborating with Mpac plc and UKBIC. Tata Sons subsidiary Agratas joined the SiSTEM project in April 2024. 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 interact with a portfolio of 17 automotive and consumer appliance OEMs globally, with a view to intensifying interactions through both grant-supported and commercially funded collaborations as the Goliath technology matures.

Geo-political Tensions and Conflicts

Conflicts in Ukraine and the Middle East have created inflationary pressures across the supply chain, but there is no specific consumable or product from conflict regions upon which Ilika is particularly reliant. The impact on global energy pricing and specifically the UK energy market did have the potential to impact the Stereax pilot facility, which the Board mitigated through early interaction with Cirtec and the outsourcing activity.

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 62 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.

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 38 to 60. 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 2024 was £2.1m (2023: £0.7m). This includes £2.1m of grant income recognised from two projects that the company has in progress with Innovate UK (2023: £0.7m from four programmes). Non-grant turnover in the year was £0.0m (2023: £0.0m).

Other Operating Income

The Company has benefitted from Research & Development Expenditure Credit (RDEC) of £0.5m (2023: £0.1m).

Administrative expenses and losses for the period

Administrative costs for the year reduced from £8.9m in 2023 to £7.4m in 2024. While direct R&D expenditure has reduced to £3.5m (2023: £4.1m). The implementation of the Stereax Licencing agreement and the reduction in costs associated with enacting the technology transfer elements of the contract have enabled a reduction in the operational costs of the Stereax activity contributing to the reduction in overall expenditure. Staff costs reduced from £5.2m in 2023 to £4.8m in 2024 reflecting the Stereax licencing and associated adjustment in staffing levels to support the ongoing needs of both Stereax and Goliath R&D activities.

Average staff numbers during the year reduced from 72 to 68 which reflects a reduction in the staff required to support ongoing R&D activities for Stereax following the Cirtec licencing agreement offset by growth in the Goliath team as we scale this product line towards commercialisation.

Development costs £0.8m of were capitalised in the year compared to £1m in 2023.The share-based payment charge reduced from £442k in 2023 to £383k in 2024, reflecting the timing of options being issued and the departure of a number of long standing employees.

The underlying level of loss that is measured by Earnings Before Interest, Tax, Depreciation and Amortisation and Share-based payments (adjusted EBITDA) shows a reduction in loss from £7m in 2023 to a loss of £4.1m in 2024.

Statement of financial position and cash flows

At 30^th April 2024, current assets amounted to £14.8m (2023: £19.1m), including cash, cash equivalents and bank deposits of £11.9m (2023: £15.9m).

The principal elements of the £4.4m decrease in net assets were:

·    Operating cash outflow of £4.1m (2023: £7m);

·    Capital expenditure on intangible development costs, plant, property and equipment of £1.7m (2023: £1.4m) which mostly relates to the capitalisation of Stereax R&D expenditure;

·    Increased recovery of R&D tax claims of £1.7m (2023: £1.4m);

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.

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

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 £3,506,193 in the year (2023: £4,131,407). In addition, amounts totalling £819,254 (2023: £1,027,512) 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 2024, had the following interests in the ordinary shares of the Company:

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

Substantial shareholdings

On 20 June 2024 the Company had been notified of the following holdings of  3% or more of the issued share capital of the Company.

Post balance sheet events

Following the end of the financial period on 30 April 2024 the Group completed a fund raise comprised of an institutional placing and open offer resulting in £2.1m of additional funds net of costs. This transaction was completed on 31 May 2024 with the funds remitted to the Group and the new shares admitted to trading on the AIM market.

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

ILIKA plc

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

(ii) Chairman and non-executive Director remuneration

The Chairman, Keith Jackson receives a fixed fee of £71,341 per annum. Jeremy Millard and Monika Biddulph receive a fixed fee of £35,938 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.

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

Directors' remuneration

The aggregate remuneration received by directors who served during the year ended 30^th April 2024 and 30^th April 2023 was as follows:

*S Boydell resigned as Finance Director and Company Secretary leaving the company in 15 July 2022.

Benefits in kind include critical illness cover and Private medical.

Share options

The share options of the directors are set out below:

Unapproved Executive Bonus options are granted as specified in the Directors remuneration policy shown on page 14 to 15 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 target's 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 698,550 options lapsed during the year

Share based payment charge attributable to directors in the year was £281,766 (2023: £256,036).

Keith 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 £2.1m net 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

10^th July 2024

ILIKA plc

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 (2018) 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.

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 25-27.

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.

Keith is now the Non-Executive Chairman Libertine FPE and a Professor at Sheffield University's Automated Control and Systems Engineering department. He also advises 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 CIMA qualified accountant, 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, with particular expertise in project appraisals, performance management and business development.

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 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 25-27

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:

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. This has been accomplished with the recruitment of a Sustainability, Quality and Business Compliance Director, a Supply Chain Director with multiple years of advanced and complex supply chains within the automotive industry, a Financial Controller to provide additional financial review and an Operations Director once again bringing a lifetime of experience from the automotive area. 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

Jeremy Millard

Director                                                                              

10^th July 2024

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 on page 21.

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 2024, with all members present. 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 is due for rotation in 2025.

·    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 2024:

·    July 2023: Audit completion meeting for the 2023 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 2024: 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.

Jeremy 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 2024 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 2024 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 July 2025 including assessing and challenging the assumptions underlying the forecasts by reference to historic performance and our knowledge of 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.

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

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group's system of internal control, and assessing the risks of material misstatement in the financial statements.  We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

At 30 April 2024 the group had two components whose transactions and balances are included in the consolidated accounting records. Both components, being Ilika plc and its subsidiary Ilika Technologies Limited, were considered to be significant components and were subject to a full scope audit.

All work was carried out by the group audit team.

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.

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:

Component materiality

For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, [apart from the Parent Company whose materiality is set out above], based on a percentage of 98% (2023: 92%) of Group materiality dependent on the size and our assessment of the risk of material misstatement of that component.  Component materiality in respect of Ilika Technologies Limited was £400k (2023: £410k). We further applied performance materiality levels of 75% (2023: 75%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.

Reporting threshold 

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £16k (2023: £13k).  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. 

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 etc.

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;

·    Involvement of tax specialists in the audit;

·    Review of legal expenditure accounts to understand the nature of expenditure incurred.

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 intangible assets and journals raised after the year end; 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);

·    Testing of all material journals raised post year by agreeing to supporting documentation, and considering if they had any impact on the year to April 2024;

·    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.  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.

Stephen Le Bas (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

The notes below form part of these financial statements.

Ilika plc

Consolidated balance sheet

The notes below form part of these financial statements.

These financial statements were approved and authorised for issue by the Board of Directors on 10^th July 2024.                             

Mr. J Millard

Director

Ilika plc

Consolidated cash flow statement

The notes below form part of these financial statements.

Ilika plc

Consolidated statement of changes in equity

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 below 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 30th April 2024, amounted to £11,945,282 (2023: £15,873,631). 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 2023_24 accounting period the Company successfully raised an additional £2.3m 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.

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.

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, £819,254 (2023: £1,027,512) 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 and the sales made in the year.  This capitalisation had commenced in April 2020.

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.

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.

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:

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.

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 considered research rather than development expenditure then the intangible assets would be £819,254 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).

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

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

3 Operating loss

4       Employees

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

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

Included in the above are amounts totaling £752,332 (2023: £935,669) which have been capitalised.

The Directors represent key management personnel and further details, are given in the Directors' Remuneration Report on page 14. The highest paid director received remuneration of £334,537 (2023: £341,340) including pension contributions of £69,549 (2023: £22,056).

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:

 (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 (2023: 19%). The differences are reconciled below: