How To Profit From A Successful Year

Transcription

1 Surface Transforms Pc Registered number Annua Report and Financia Statements

2 Contents for the year ending 31 March Highights 3 Chairman s Statement 5 Strategic Report 8 Directors Report 11 Report on Directors Remuneration 13 Statement of Directors Responsibiities 14 Independent Auditor s Report 15 Statement of Tota Comprehensive Income 16 Statement of Financia Position 17 Statement of Changes in Equity 18 Statement of Cash Fows 19 Notes to the Financia Statements 37 Company Information and Advisers 38 Notice of Annua Genera Meeting Annua Report and Financia Statements

3 Highights for the year ended 31 May 2014 Revenues decreased by 0.2m to 1.1 miion (2014: 1.3 miion) Saes to retrofit and near OEM customers increased by 51% to 418k (2014: 276k) Gross margin percentage decreased to 51.1% (2014: 56.2%) refecting the absence of non-recurring icense income in 2015 EBITDA (incuding tax credits and excuding share based payments) oss of 584k (2014: oss of 509k) Loss before taxation of 982k (2014: oss of 842k) Loss per share unchanged at 1.65p (2014: oss per share of 1.65p) Successfu equity pacings raising 1.3m to further progress the Company s objectives towards game changing new business Cash used in operating activities increased by 25.6% to 559k (2014: 445k) Cash position as at 31 May 2015 of 829k (2014: 151k). The Company anticipates receiving an R&D tax credit in excess of 200k (2014 actua: 217k) in the near future Significant progress with Tier One Origina Equipment Manufacturers (OEMs) on winning game changer contracts, incuding the award of a 1.3m per annum aerospace pre-production contract Subsequent to year end awarded quaity certification for both automotive (TS 16949) and aerospace (AS 9100) industries. Both certificates are prerequisite standards to suppy our products into their respective industries Severa new senior appointments made in the year which strengthen the management team Continuing progress on suppy chain security, reducing ead time and costs abeit sowed down by discussions on oca authority grants which are taking onger than panned 2 Surface Transforms Pc Annua Report and Financia Statements

4 Chairman s Statement for the year ended 31 May 2014 Whist the resuts for the financia year were beow expectations, the period has been one of rea strategic progress on the cruciay important game changing contracts and the shorter term road car markets revenues were impacted by a temporary breakdown of a furnace in May 2015 which has been investigated, understood and temporariy rectified. A permanent ong term soution has been agreed with a furnace manufacturer to resove an underying unreiabiity issue in this furnace at a cost of 160k. This work wi take pace in January In the meantime the aerospace and road car saes previous shortfa has aready been recovered and race car saes wi be back on track over the next few months. As part of this recovery the Company has adopted a new factory shift pattern that has improved our capita equipment utiisation. Gross profit fe in the year to 545k (2014: 716k) as a resut of two unreated issues: the shortfa in saes referred to above; and the absence of non-recurring icense income. There were no significant changes in gross margin percentages at the customer eve. The reduction in gross margin was partiay offset by increases in grant income to 114k (2014: 66k). The combination of this gross margin reduction, grant income increase and a sma 31k increase in administrative expenses to 1,599k in 2015 (2014: 1,568k) combined to increase the EBITDA oss (incuding tax credits and excuding share based payments) to 584k (2014: 509k). However at this stage of the Company s deveopment, the crucia issue is revenue growth. In this regard, the Company is pursuing two parae, compementary but in practice, different revenue strategies: in the short term, retrofit and near OEM s are important to both demonstrating rea road mieage experience and achieving break even. The Company fits retrofit products to road cars aready in service repacing both iron discs and competitor discs. Near OEMs are defined as car assembers who take existing modes, pre-registration and customise them for higher performance and/or uxury, as we as companies who buid very speciaist vehices. Individua near OEM saes voumes are typicay between 10 and 200 cars per year; and the onger term game changing OEM contracts on cars generay costing more than 50,000 where the mode voumes (on which contracts are based) are typicay between 500 and 5,000 cars per year. These potentia customers are typicay we known internationa brands. In respect of product saes to our retrofit and near OEM customers it is particuary peasing to note that saes have grown in the year by 51% to 418k ( 276k 2014) Despite the shortfa from the May furnace probem, the Company has achieved saes due to three factors: in mid-2013 the Company switched channe poicy from three wordwide master distributors to a more direct saes approach (incuding opening its own German saes office) combined with the appointment of additiona distributors who are coser to the track day community. This has opened up a whoe set of new customer reationships, particuary with German near OEM s, a proportion of which have been converted to saes; saes have grown within the existing customer base, notaby to BAC Mono and Koenigsegg; and the Company s superior product reputation for better track performance (against the existing competitor) is becoming increasingy known within the track car community and is therefore assisting retrofit saes. Sef-evidenty, the Company aso uses the favourabe retrofit product comments, and virtuay zero defect fied issues in its saes campaigns with the game changing OEM customers. 3 Surface Transforms Pc Annua Report and Financia Statements

5 Chairman s Statement for the year ended 31 May 2014 Turning to the cruciay important game changing OEM contracts: the Company announced on 25 September 2014 the award of a pre-production contract with an internationa aerospace suppier. A recent review with the customer has confirmed that the saes forecasts and timings as previousy announced are sti on target a positive impact in the current financia year and mature voumes of 1.3m per year from the 2017/18 financia year onwards; additionay on 20 Juy 2015 the Company announced that the same aerospace customer has incuded the Company s product on a US Department of Defence technoogy demonstrator for the repacement of a mainstream heicopter. This customer continues to test our products on civiian ight aircraft; on 27 August 2015 the Company provided an update to sharehoders on progress with automotive game changing contracts as foows: a review meeting between a British vehice OEM, a major tier one internationa brake manufacturer, and Surface Transforms has concuded that the product testing has been successfu in achieving the vehice manufacturer s requirements. A three parties agreed to progress to on-car vaidation which is underway; in parae, the Company has progressed through a very detaied audit process with a premium German car manufacturer which is a crucia part of their new product introduction for new suppiers. Our customer has now entered the product vaidation phase of the programme; and further work aso continues on three other automotive game changing programmes; whist the programmes are taking onger to compete there are currenty no technica impediments. In terms of adoption schedues, it is aways difficut to predict when they wi happen as the timing is not within the Company s contro; however the Board is confident that they wi be abe to make positive announcements regarding this during the remainder of 2015 and eary The testing is taking onger than envisaged but there have been no unresoved setbacks, the products performing as expected, demonstrating superiority over competitor products on heat dissipation and robustness. The Company sti has five serious customer test programmes and remains confident of the eventua outcome. In the automotive market, suppy chain security, product cost and ead time reductions are critica differentiators. In particuar, success in the automotive industry is neary aways a function of cost. We are therefore successfuy impementing our programme to have manufacturing costs and ead times in the next 2 to 3 years, thereby aso improving suppy chain security. As expained in our recent fundraisings, the new factory with its associated capita equipment investment is a crucia eement in these cost reduction pans. The Company has competed negotiations with furnace manufacturers and is in a position to issue purchase orders, however the grant negotiations with oca authorities are taking onger than expected. Finaising the grant funding is the ony impediment to being abe to announce the ocation of the new factory, whose capacity and processes wi suppement the existing Eesmere Port faciity. Whist discussions are ongoing, the Company is optimistic that suitabe grant funding wi be obtained. Finay the Company has made a number of senior management appointments over the past 18 months, a reporting to the CEO in Finance, Saes, Operations and Quaity. The Board is deighted with the appointments and has aready seen the impact in the day to day running of the Company. David Bundred Chairman 29 September Surface Transforms Pc Annua Report and Financia Statements

6 Strategic Report for the year ended 31 May 2014 Operationa review and principa activity Surface Transforms is a UK based deveoper and manufacturer of carbon ceramic products for the brakes market. In these industries our products are ightweight, extremey durabe and highy refined. They offer better heat dissipation and materia strength; resuting in superior wear ife, improved brake pad wear ife and weight reduction compared to our competitor s carbon ceramic products in the automotive industry and for the aerospace industry they offer weight reduction, improved brake performance and superior wear ife. Our strategy is to firsty estabish we engineered products which to se into the automotive retrofit market. Athough this retrofit market is reativey sma it aows the Company to generate revenues with the goa of reaching cash breakeven and more importanty reduces the product and suppier risks for the main part of our strategy, which is to work cosey with major Tier 1 suppiers and OEMs and introduce our products into these arge voume markets. The key features of our business mode are as foows: we engineer, deveop and manufacture carbon ceramic brake products, which deiver high technica performance for the brakes market opportunities, which we estimate to be, utimatey, a 1 biion per annum market. our product technoogy offers highy desirabe technica advantages over our competitors and our process technoogy offers a highy competitive ow cost manufacturing route making our products price competitive with good margins. to se a new disruptive product technoogy the risks need to be managed. These risks are addressed in partnership with Tier 1 system suppiers and OEMs and through adoption of our products in the retrofit and niche vehice car manufacturers. we have a growing body of technica data which has been vaidated by our strategic partners/customers to support product adoption in the key game changing voume markets. we have deveoped our manufacturing capabiity in terms of operating systems and suppy chain management achieving both automotive and aerospace quaity standards (TS16949 and AS9100); and we have a manufacturing capacity improvement pan which wi be impemented over the next 2 years. Deivering our objectives: Product engineering and saes have expanded in the retrofit and niche vehice markets. We continue to offer retrofit products for Porsches, Ferraris and Nissan GTR s and vehice manufacturers/tuners with growing demand and brand recognition in the market pace. In addition our tactica objectives reating to the key automotive market differentiators are progressing: Product the major chaenge of wet endurance has been overcome, ensuring we can achieve to our customer s requirements. This improvement now aows work to begin on specifying the service ife diagnostic too for use by OEMs during service intervas for vehices; Quaity in August we announced that the Company had competed its automotive quaity certification (T16949) achieving another major miestone for the business. The cost of quaity certification has been identified as an area for cost savings. These cost savings are independent of the cost reduction programme, which when eiminated wi substantiay improve the Company s financia performance. Reducing the cost of quaity is progressing with savings expected to be made during the next financia year; Suppy chain security our pans to increase capacity and improve the robustness of our suppy chain are progressing as mentioned in the chairman s statement abeit deayed by the need for grant support; and Cost our cost reduction programme has seen the competion of a series of projects focussing on operationa efficiency, seeing our standard manufacturing cost reduced by 10% during the year. The cost reduction woud have been greater however cost increases in the suppy chain have occurred. These cost increases reinforce the need to compete our suppy chain robustness programme. There remains significant cost savings sti to be achieved, however 70% of these cost reduction programme are inked to the current capita investment pan. 5 Surface Transforms Pc Annua Report and Financia Statements

7 Strategic Report for the year ended 31 May 2014 In terms of the deveopment of aircraft brakes we continue our targeted strategy of working with an internationa aircraft brake system suppier on an excusive basis. Having progressed with the technica deveopment on the US Miitary programme, our work is focused on competing the required pre-production miestones as part of the agreed schedue to start commercia suppy in Achieving the aerospace quaity standard of AS9100 is a major part of this and we were peased to announce the award of this certification in June In terms of the arger market of ight commercia aircraft, as previousy mentioned, the current situation is as foows: the technica requirements in this market are ess demanding than the US Miitary programme and feasibiity testing has been successfuy competed; our customer is keen to cose out the US miitary programme before starting the adoption of our products in this market; and there are many ight aircraft patforms and vaidation testing and product sign off is required for each patform. The ead-time for vaidation and product sign off is significanty faster than the US miitary programme. Our activities continue to expand beyond the initia US miitary programme and ight commercia aircraft into the heicopter market. Our customer has identified carbon ceramic brakes for use in future generations of heicopters. The first order has been received for demonstrator parts to be presented and evauated by the aircraft manufacturer and US Department of Defence. This programme further strengthens the Company s future saes pipeine, abeit new programmes on future generation miitary contracts take a ong time to mature. As this report highights, we have seen a significant increase in engineering work reating to the game changing opportunities. To support the game changer opportunities we have increased our engineering resources significanty. We are peased with the progress and resuts that have been generated by the expanded team and expect to see further progress going forward. The increase in engineering resource has however pushed back the objective of reaching cash breakeven. The Company beieves that with the anticipated saes growth in the retrofit and niche vehice markets aongside the game changer programmes we wi achieve cash breakeven in Aongside these core business activities the Company has aso: competed two equity fundraisings in the year from both institutiona and private investors totaing 1.3m to further progress the Company s objectives towards game changing new business; and continued to suppy automotive race products to a goba major brake manufacturer. We anticipate the eve of saes from these activities to continue during the next financia year, but start to decrease during Financia review In the year ended 31 May 2015, revenues were 1.1m (2014: 1.3 miion) which was sighty beow our expectations due to operationa issued occurring in May Gross margin weakened during the year to 51.1% (2014: 56.2%) due to the sae of more products at a ower gross margin compared to prior year. Losses after taxation increased by 13.5% to 765k (2014: 674k) due to the decrease in overa gross margin, additiona costs due to continued investment in operationa and engineering staff, whie being offset by increases in grant income and income tax credit. At 31 May 2015, inventory was 317k (2014: 271k). This increase was due in part due to an increase of work in progress, due to the operationa issue in May Net cash used in operating activities increased by 25.6% to 559k from 445k in the prior year, mainy due to increased osses after tax, offset by R&D tax credit received of 217k. The Company had a cash baance of 829k at 31 May 2015 (2014: 151k). Loss per share was 1.65 pence (2014: oss 1.65 pence). 6 Surface Transforms Pc Annua Report and Financia Statements

8 Strategic Report for the year ended 31 May 2014 Key performance indicators The Directors continue to monitor the business internay with a number of performance indicators: order intake, saes output, profitabiity and manufacturing cost of automotive discs. A set of business miestones is aso updated monitored and reviewed as part of the monthy board meeting. The Company produces an annua business pan and fu monthy forecasts detaiing saes, profitabiity and cash fow to hep monitor anaysis performed above business performance going forward. These are detaied in the Financia Review above. Management meetings are hed on a weeky basis, a senior managers attend and discuss production, engineering, financia and quaity issues. Risks and uncertainties As in previous years the principa risk faced by the Company is considered to be the speed at which our customers and potentia customers adopt the new carbon ceramic product technoogy. Indications are that there is a strong desire from our strategic aerospace partner and from a number of voume automotive OEMs to incorporate the Company s product in their respective patforms. This risk is constanty assessed by reguar customer review meetings. In terms of uncertainties product saes continues to grow in the retrofit and niche vehice markets with an increasing number of distributors and niche vehices. This uncertainty is constanty assessed by reguar customer meeting and monitoring the eve of enquiries and orders for both the company s products and industry wide. In addition, the Company faces the continuing uncertainty created by the current economic cimate, particuary within the automotive sector. In summary, the Company has seen significant progress in its automotive and aircraft game changing projects and is increasing its saes in the retrofit and niche vehice markets. The furnace breakdown has been addressed and we are in the process of recovering ost saes from the furnace breakdown. Further progress on automotive game changers is expected during 2015 and Directors and staff We woud ike to thank a our coeagues, management and staff aike, for their hard work and dedication over the past year. Outook Surface Transforms continues to deveop and is progressing we its game changing opportunities. The Board expects continuing saes growth and is confident of making further announcements during the year. David Bundred Chairman Kevin Johnson Chief Executive 29 September Surface Transforms Pc Annua Report and Financia Statements

9 Directors Report for the year ended 31 May 2014 The Directors present their annua report and the audited financia statements. Directors and Directors interests The Directors who hed office during the year were as foows: D Bundred* (Chairman) Dr K Johnson (Chief Executive) K D Siva* R D Gedhi* *denotes non-executive Director. The Directors who hed office at the end of the financia year had the foowing interests in the ordinary shares of the Company according to the register of Directors interests: % of issued Number of 0.01 ordinary shares share capita Interest at Interest at at end of year end of year start of year K D Siva 1.55% 826, ,203 R D Gedhi 16.55% 8,801,977 8,801,977 Dr K Johnson 0.23% 124, ,000 D Bundred 1.05% 560, ,824 According to the register of Directors interests, no rights to subscribe for shares in or debentures of the Company were granted to any of the Directors or their immediate famiies, or exercised by them during the financia year, except as discosed in the report on Directors remuneration on pages 11 and 12. The Directors benefited from quaifying third party indemnity provisions in pace during the financia year and at the date of this report. Substantia sharehoders In addition to the Directors interests noted above, the Directors are aware of the foowing who were interested in 3% or more of the Company s equity as at 29 May 2015: Number of % of issued Registered hoding ordinary shares share capita Hargreave Hae 8,220, % J M Finn & Co 2,180, % WH Ireand 2,139, % Maunby Investment Manager 2,043, % Barcays Weath 1,996, % Dr Richard Emsie 1,828, % 8 Surface Transforms Pc Annua Report and Financia Statements

10 Directors Report for the year ended 31 May 2014 Corporate governance The Directors recognise the importance of sound corporate governance and confirm that athough compiance with the UK Corporate Governance Code is not compusory for AIM companies, the Company is foowing the guideines of the QCA Corporate Governance Code (as devised by the QCA in consutation with a number of significant institutiona sma company investors) to the extent appropriate and practica for a Company of its nature and size. The Board has appointed an Audit Committee whose primary roe is to review the Company s interim and annua financia statements before submission to the Board for approva. The Board has aso appointed a Remuneration Committee, which is responsibe for reviewing executive remuneration and performance. The Remuneration Committee is made up of three non-executive Directors, David Bundred, Kevin D Siva and Richard Gedhi. The Audit Committee is made up of the same three non-executive Directors. Detais of the Remuneration Committee are discosed in the report on Directors remuneration on pages 11 and 12. Going concern The financia statements have been prepared on a going concern basis which the Directors beieve to be appropriate. The Company incurred a net oss of 765k during the year however the Directors are satisfied, based on detaied cash fow projections and after the consideration of reasonabe sensitivities, that sufficient cash is avaiabe to meet the Company s needs as they fa due for the foreseeabe future and at east 12 months from the date of signing the accounts. The detaied cash fow assumptions are based on the Company s annua budget, prepared and approved by the Board, which refects a number of key assumptions incuding; revenue growth, underpinned by current pipeine; customer compiance with payment terms; other receipts of a vaue and timing consistent with previous years. Revenues are expected to continue in the forthcoming year. Further information regarding the Company s business activities, together with the factors ikey to affect future deveopment, performance and position are set out in the Chairman s statement on pages 3 and 4 and the Strategic report on pages 5 to 7. In addition, note 19 to the financia statements incudes the Company s objectives, poicies and processes for managing its capita; its financia risk management objectives; detais of its financia instruments and its exposures to credit risk and iquidity risk. The Directors beieve that the Company is we paced to manage its business risks successfuy despite the current uncertain economic outook. After making enquiries, the Directors have a reasonabe expectation that the Company has adequate resources to continue in operationa existence for the foreseeabe future. Accordingy, they continue to adopt the going concern basis in preparing the annua report and accounts. Principa activity The principa activity of the Company is to design, manufacture and se carbon fibre components. The majority of the Company s staff are empoyed in research activities which are concentrated on the ongoing identification of new products and appications for carbon fibre reinforced ceramic friction and non-friction materias. Resut for the year and proposed dividend The oss for the year after taxation amounted to 765k (2014: 674k). The Directors do not recommend the payment of a dividend (2014: ni). Discosure of information to auditor The Directors who hed office at the date of approva of this Directors report confirm that, so far as they are each aware, there is no reevant audit information of which the Company s auditor are unaware; and each Director has taken a the steps that he ought to have taken as a Director to make himsef aware of any reevant audit information and to estabish that the Company s auditor is aware of that information. 9 Surface Transforms Pc Annua Report and Financia Statements

11 Directors Report for the year ended 31 May 2014 Strategic report The information required by schedue 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Reguations 2008 has been incuded in the separate Strategic Report in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors Report) Reguations Auditor KPMG LLP resigned as auditor on 28 May 2015 and Baker Tiy UK Audit LLP was appointed. Baker Tiy UK Audit LLP has indicated its wiingness to continue in office. Ordinary resoutions to re-appoint Baker Tiy UK Audit LLP, whose name wi change on 26 October 2015 to RSM UK Audit LLP, as auditor and to authorise the directors to agree their audit fee, wi be proposed at the forthcoming annua genera meeting. By order of the board D Bundred Chairman 29 September 2015 Unit 4 Oympic Park Pooe Ha Road Eesmere Port Cheshire CH66 1ST 10 Surface Transforms Pc Annua Report and Financia Statements

12 Report on Directors Remuneration for the year ended 31 May 2014 Poicy on executive Directors remuneration The Remuneration Committee comprises of David Bundred, Kevin D Siva and Richard Gedhi. The Remuneration Committee is responsibe for reviewing and determining the Company s poicy on executive remuneration (incuding the grant of options under the Share Option Scheme). Executive remuneration packages are designed to ensure the Company s executive Directors and senior executives are fairy rewarded for their individua contributions to the Company. Fees for non-executive Directors The fees for non-executive Directors are determined by the Board. The non-executive Directors are not invoved in the decisions about their own remuneration. Directors remuneration Set out beow is a summary of the fees and emouments received by a Directors for the year or, where appicabe, period of office: Saary Fees 2015 Saary Fees 2014 Executive directors Dr K Johnson 94,220 94,220 90,329 90,329 94,220 94,220 90,329 90,329 Non-executive directors K D Siva 16,550 16,550 16,550 16,550 R D Gedhi 18,000 18,000 18,000 18,000 D Bundred 27,000 27,000 27,000 27,000 16,550 45,000 61,550 16,550 45,000 61, ,770 45, , ,879 45, ,879 With the exception of Dr K Johnson, none of the Directors received pension contributions in respect of their office. In addition to the emouments received, as stated above, Dr K Johnson received 21,000 (2014: 21,000) in respect of pension contributions. Directors interests Detais of any contracts in which a Director has a materia interest are discosed in note 17. None of the Directors received any remuneration or benefits under ong term incentive schemes. 11 Surface Transforms Pc Annua Report and Financia Statements

13 Report on Directors Remuneration for the year ended 31 May 2014 Share options The Company operates a share incentive scheme. A options are granted at the discretion of the Board. The number of options granted, date of grant, exercise price and exercise periods under the scheme are set out beow. None of the Directors exercised options during the year. Directors options outstanding and the options which were granted, surrendered and expired during the year are as foows: Number of Share Hoding options Hoding on Granted expired, on Date of 1 June during waived 31 May Exercise Director Grant 2014 the year or apsed 2015 Price Exercise Period Expiry Date Dr K Johnson 18/04/ , , /04/10-18/04/17 18/04/2017 Dr K Johnson 30/06/ , , /06/11-30/06/18 30/06/2018 Dr K Johnson 22/09/ , , /09/11-22/09/18 22/09/2018 Dr K Johnson 01/03/ , , /03/13-01/03/20 01/03/2020 Dr K Johnson 15/03/ , , /02/15-15/03/22 15/02/2022 KA D Siva 18/04/ ,000 50, /04/10-18/04/17 17/04/2017 D Bundred 17/10/ , , /10/14-17/10/21 17/10/2021 D Bundred 17/10/ , , /10/14-17/10/21 17/10/2021 D Bundred 17/10/ , , /10/14-17/10/21 17/10/2021 1,894,707 1,894,707 The market price of the shares at 31 May 2015 was 12.5 pence and during the year varied from pence to 7.25 pence. By order of the board D Bundred Chairman 29 September 2015 Unit 4 Oympic Park Pooe Ha Road Eesmere Port Cheshire CH66 1ST 12 Surface Transforms Pc Annua Report and Financia Statements

14 Statement of Directors Responsibiities for the year ended 31 May 2014 The directors are responsibe for preparing the Strategic Report and the Directors Report and the financia statements in accordance with appicabe aw and reguations. Company aw requires the directors to prepare financia statements for each financia year. Under that aw the directors have eected to prepare the financia statements of the company in accordance with Internationa Financia Reporting Standards ( IFRS ) as adopted by the European Union ( EU ). The financia statements are required by aw and IFRS as adopted by the EU to present fairy the financia position and performance of the company. The Companies Act 2006 provides in reation to such financia statements that references in the reevant part of that Act to financia statements giving a true and fair view are references to their achieving a fair presentation. Under company aw the directors must not approve the financia statements uness they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or oss of the company for that period. In preparing the financia statements, the directors are required to: (a) seect suitabe accounting poicies and then appy them consistenty; (b) make judgements and accounting estimates that are reasonabe and prudent; (c) state whether they have been prepared in accordance with IFRS as adopted by the EU; (d) prepare the financia statements on the going concern basis uness it is inappropriate to presume that the company wi continue in business. The directors are responsibe for keeping adequate accounting records that are sufficient to show and expain the company s transactions and discose with reasonabe accuracy at any time the financia position of the company and enabe them to ensure that the financia statements compy with the Companies Act They are aso responsibe for safeguarding the assets of the company and hence for taking reasonabe steps for the prevention and detection of fraud and other irreguarities. The directors are responsibe for the maintenance and integrity of the corporate and financia information incuded on the Surface Transforms Pc website. Legisation in the United Kingdom governing the preparation and dissemination of financia statements may differ from egisation in other jurisdictions. 13 Surface Transforms Pc Annua Report and Financia Statements

15 Independent Auditor s Report to the members of Surface Transforms Pc We have audited the financia statements on pages 15 to 36. The financia reporting framework that has been appied in their preparation is appicabe aw and Internationa Financia Reporting Standards (IFRSs) as adopted by the European Union. This report is made soey to the company s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act Our audit work has been undertaken so that we might state to the company s members those matters we are required to state to them in an auditor s report and for no other purpose. To the fuest extent permitted by aw, we do not accept or assume responsibiity to anyone other than the company and the company s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibiities of Directors and auditor As more fuy expained in the Directors Responsibiities Statement on page 13, the directors are responsibe for the preparation of the financia statements and for being satisfied that they give a true and fair view. Our responsibiity is to audit and express an opinion on the financia statements in accordance with appicabe aw and Internationa Standards on Auditing (UK and Ireand). Those standards require us to compy with the Auditing Practices Board s (APB s) Ethica Standards for Auditors. Scope of the audit of the financia statements A description of the scope of an audit of financia statements is provided on the Financia Reporting Counci s website at Opinion on financia statements In our opinion the financia statements: give a true and fair view of the state of the company s affairs as at 31 May 2015 and of its oss for the year then ended; have been propery prepared in accordance with IFRSs as adopted by the European Union; and have been prepared in accordance with the provisions of the Companies Act Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and Directors Report for the financia year for which the financia statements are prepared is consistent with the financia statements. Matters on which we are required to report by exception We have nothing to report in respect of the foowing matters where the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the financia statements are not in agreement with the accounting records and returns; or certain discosures of directors remuneration specified by aw are not made; or we have not received a the information and expanations we require for our audit. Graham Bond FCA (Senior Statutory Auditor) for and on behaf of Baker Tiy UK Audit LLP, Statutory Auditor 3 Hardman Street Manchester M3 3HF 29 September Surface Transforms Pc Annua Report and Financia Statements

16 Statement of Tota Comprehensive Income Note Revenue 2 1,066 1,273 Cost of saes (521) (557) Gross profit Administrative expenses: Before research costs (666) (613) Research costs (933) (955) Tota administrative expenses 3 (1,599) (1,568) Other operating income Operating oss (940) (786) Financia expenses 6 (42) (56) Loss before tax (982) (842) Taxation Loss for the year after tax 15 (765) (674) Other comprehensive income Tota comprehensive oss for the year attributabe to members (765) (674) Loss per ordinary share Basic and diuted 18 (1.65p) (1.65p) A amounts reate to continuing activities. The notes on pages 19 to 36 form part of these financia statements. 15 Surface Transforms Pc Annua Report and Financia Statements

17 Statement of Financia Position at 31 May Note Non-current assets Property, pant and equipment Current assets Inventories Trade and other receivabes Cash and cash equivaents , Tota assets 1,996 1,462 Current iabiities Other interest bearing oans and borrowings 11 (9) (9) Trade and other payabes 12 (379) (395) (388) (404) Non Current iabiities Other interest bearing oans and borrowings 11 (409) (418) Tota iabiities (797) (822) Net assets 1, Equity Share capita Share premium 15 9,186 7,995 Capita reserve Retained oss (8,983) (8,242) Tota equity attributabe to equity sharehoders of the Company 1, These financia statements were approved by the board of Directors on 29 September 2015 and were signed on its behaf by: D Bundred Chairman Dr K Johnson Director Company Registered Number The notes on pages 19 to 36 form part of these financia statements Surface Transforms Pc Annua Report and Financia Statements 2015

18 Statement of Changes in Equity For the year to 31 May 2014 Share Share premium Capita Retained capita account reserve oss Tota Baance at 31 May , (7,586) 969 Comprehensive income for the year Loss for the year (674) (674) Tota comprehensive income for the year (674) (674) Transactions with owners, recorded directy to equity Shares issued in the year Cost of issue written off to share premium (13) (13) Equity setted share based payment transactions Tota contributions by and distributions to the owners Baance at 31 May , (8,242) 640 For the year to 31 May 2015 Share Share premium Capita Retained capita account reserve oss Tota Baance at 31 May , (8,242) 640 Comprehensive income for the year Loss for the year (765) (765) Tota comprehensive income for the year (765) (765) Transactions with owners, recorded directy to equity Shares issued in the year 109 1,308 1,417 Cost of issue written off to share premium (117) (117) Equity setted share based payments Tota contributions by and distributions to the owners 109 1, ,324 Baance at 31 May , (8,983) 1,199 The notes on pages 19 to 36 form part of these financia statements. 17 Surface Transforms Pc Annua Report and Financia Statements

19 Statement of Cash Fows Note Cash fows from operating activities Loss before tax for the year (765) (674) Adjusted for: Depreciation charge Loss on disposa of property, pant and equipment 10 Equity setted share-based payment expenses Financia expense Taxation (217) (168) (801) (667) Changes in working capita (Increase)/decrease in inventories (46) 86 Decrease/(increase) in trade and other receivabes 87 (128) (Decrease)/increase in trade and other payabes (16) 96 (776) (613) Taxation received Net cash used in operating activities (559) (445) Cash fows from investing activities Acquisition of property, pant and equipment 8 (12) (63) Proceeds from disposa of property, pant and equipment 41 Net cash used in investing activities (12) (22) Cash fows from financing activities Proceeds from issue of share capita, net of expenses 1, Proceeds from new oan 400 Payment of finance ease iabiities (9) (6) Repayment of borrowings (504) Interest paid 6 (42) (56) Net cash generated from financing activities 1, Net increase/(decrease) in cash and cash equivaents 678 (306) Cash and cash equivaents at the beginning of the period Cash and cash equivaents at the end of the period The notes on pages 19 to 36 form part of these financia statements. 18 Surface Transforms Pc Annua Report and Financia Statements

20 Notes to the Financia Statements 1 Accounting poicies Surface Transforms Pc (the Company) is a Company incorporated and domicied in the UK, functiona currency being stering. The financia statements have been presented in stering and rounded to the nearest 000. The registered office of business is Unit 4, Oympic Park, Eesmere Port, Cheshire CH66 1ST. Surface Transforms is a UK based deveoper and manufacturer of carbon ceramic products for the brakes market. Surface Transforms Pc has four dormant subsidiary companies that are excuded from these financia statements on the basis of materiaity and that they do not currenty trade. These are; ST Aerospace Ltd., ST Automotive Ceramic Ltd.ST Defence Ltd and ST Racing Ltd. Statement of compiance The financia statements have been prepared in accordance with Internationa Financia Reporting Standards ( IFRSs ) as adopted by the EU. The financia statements were approved by the board on 29 September Basis of preparation The financia statements have been prepared in accordance with appicabe accounting standards and under the historica cost convention. The accounting poicies set out beow have, uness otherwise stated, been appied consistenty to a periods presented in these financia statements. Going concern The financia statements have been prepared on a going concern basis which the Directors beieve to be appropriate. The Company incurred a net oss of 765k during the year however the Directors are satisfied, based on detaied cash fow projections and after the consideration of reasonabe sensitivities, that sufficient cash is avaiabe to meet the Company s needs as they fa due for the foreseeabe future and at east 12 months from the date of signing the accounts. The detaied cash fow assumptions are based on the company s annua budget, prepared and approved by the Board, which refects a number of key assumptions incuding; revenue growth, underpinned by current pipeine; customer compiance with payment terms; other receipts of a vaue and timing consistent with previous years. Revenues are expected to continue in the forthcoming year. Further information regarding the Company s business activities, together with the factors ikey to affect future deveopment, performance and position are set out in the Chairman s statement on pages 3 and 4 and the Strategic report on pages 5 to 7. In addition, note 19 to the financia statements incudes the Company s objectives, poicies and processes for managing its capita; its financia risk management objectives; detais of its financia instruments and its exposures to credit risk and iquidity risk. The Directors beieve that the Company is we paced to manage its business risks successfuy despite the current uncertain economic outook. After making enquiries, the Directors have a reasonabe expectation that the Company has adequate resources to continue in operationa existence for the foreseeabe future. Accordingy, they continue to adopt the going concern basis in preparing the annua report and accounts. Share based payments The share option programme aows empoyees to acquire shares of the Company. The fair vaue is measured at grant date and spread over the period during which the empoyees and Directors become unconditionay entited to the options. The fair vaue of the options granted is measured using an option pricing mode, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to refect the actua number of share options that are expected to vest except where forfeiture is ony due to share prices not achieving the threshod for vesting. 19 Surface Transforms Pc Annua Report and Financia Statements

21 Notes to the Financia Statements 1 Accounting poicies continued Property, pant and equipment Property, pant and equipment are stated at cost ess accumuated depreciation and accumuated impairment osses. Where parts of an item of property, pant and equipment have different usefu ives, they are accounted for as separate items of property, pant and equipment. Leases in which the Company assumes substantiay a the risks and rewards of ownership of the eased asset are cassified as finance eases. Leased assets acquired by way of finance ease are stated at an amount equa to the ower of their fair vaue and the present vaue of the minimum ease payments at inception of the ease, ess accumuated depreciation and ess accumuated impairment osses. Lease payments are accounted for as described beow. Depreciation is charged to the statement of tota comprehensive income on a straight-ine basis over the estimated usefu ives of each part of an item of property, pant and equipment. The estimated usefu ives are as foows: Pant and machinery 12.5%-20% per annum Fixtures and fittings 15% per annum Leasehod improvements Over ife of ease Depreciation methods and usefu ives are reviewed at each baance sheet date. Foreign currencies Transactions in foreign currencies are recorded using the rate of exchange ruing at the date of the transaction. Monetary assets and iabiities denominated in foreign currencies are transated to the functiona currency at the foreign exchange rate ruing at the baance sheet date and the gains or osses on transation are incuded in the income statement. Leases Operating ease payments Payments made under operating eases are recognised in the income statement on a straight-ine basis over the term of the ease. Lease incentives received are recognised in the income statement as an integra part of the tota ease expense. Finance ease payments Minimum ease payments are apportioned between the finance charge and the reduction of the outstanding iabiity. The finance charge is aocated to each period during the ease term so as to produce a constant periodic rate of interest on the remaining baance of the iabiity. Government grants Revenue grants are credited to the statement of tota comprehensive income, and incuded within other operating income, so as to match them with expenditure to which they reate. Post retirement benefits The Company does not operate a pension scheme, but does contribute to specific empoyees persona pension schemes. The amount charged to the profit and oss account represents the contributions payabe to empoyees persona pension schemes during the accounting year. 20 Surface Transforms Pc Annua Report and Financia Statements

22 Notes to the Financia Statements 1 Accounting poicies continued Research and deveopment expenditure Expenditure on research activities is recognised in the statement of tota comprehensive income as an expense as incurred. Expenditure arising from the Company s deveopment is recognised ony if a of the foowing conditions are met an asset is created that can be identified: it is probabe that the asset created wi generate future economic benefits; the deveopment cost of the asset can be measured reiaby; the Company has the intention to compete the asset and the abiity and intention to use or se it; the product or process is technicay and commerciay feasibe; and sufficient resources are avaiabe to compete the deveopment and to either se or use the asset. Expenditure is ony capitaised if there is a probabiity by the customer for the programme to proceed to fu scae commercia saes. This woud normay be refected in a firm purchase order and/or production contract, and a decision by their Board that the underying car programme wi go into production. Where these criteria have not been achieved, deveopment expenditure is recognised in the statement of tota comprehensive income in the period in which it is incurred. Inventories Inventories are stated at the ower of cost and net reaisabe vaue. In determining the cost of raw materias and consumabes the purchase price is used. For work in progress, cost is taken as production cost, which incudes an appropriate proportion of attributabe overheads. Taxation The charge for taxation is based on the oss for the year and takes into account taxation deferred or acceerated arising from temporary differences between the carrying amounts of certain items for taxation and for accounting purposes. Deferred taxation is provided for in fu at the tax rate which is expected to appy to the period when the deferred taxation is expected to be reaised, incuding on tax osses carried forward. Deferred taxation assets are recognised ony to the extent that it is probabe that future taxabe profits wi be avaiabe against which the temporary differences can be utiised. Research and deveopment tax credits, which are typicay received in the Autumn, are recognised on a cash received basis as a reduction in the current tax payabe as this is when the tax credit is considered recoverabe as the associated uncertainties have been eiminated. Cash and cash equivaents Cash and cash equivaents comprise cash on hand, demand deposits hed on ca with banks, and other short term highy iquid investments with origina maturities of three months or ess that are readiy convertibe to a known amount of cash and are subject to an insignificant risk of changes in vaue. Revenue Revenue comprises income derived from the suppy of carbon fibre materias during the course of the year. Revenue is recognised on transfer to the customer of significant risks and rewards of ownership, generay this wi be when goods are despatched to the customer. Turnover excudes vaue added taxes. 21 Surface Transforms Pc Annua Report and Financia Statements

23 Notes to the Financia Statements 1 Accounting poicies continued Critica accounting estimates and judgements The preparation of financia statements in conformity with adopted IFRSs requires management to make judgements, estimates and assumptions that affect the appication of poicies and reported amounts of assets and iabiities, income and expenses. The estimates and associated assumptions are based on historica experience and various other factors that are beieved to be reasonabe under the circumstances, the resuts of which form the basis of making the judgements about carrying vaues of assets and iabiities that are not aready apparent from other sources. Actua resuts may differ from these estimates. The estimates and assumptions which have a significant risk of causing a materia adjustment to carrying amount of assets and iabiities within the next financia year are discussed beow: Impairment of property, pant and equipment Property, pant and equipment are reviewed annuay for impairment if events or changes in circumstances, such as changes in technoogy, indicate that the carrying amount of an asset is not recoverabe. Provision to write inventories down to net reaisabe vaue The Company makes provisions for obsoescence based on historica experiences and management estimates of future events. Actua outcome coud vary significanty from these estimates. Research and deveopment expenditure The Board considers the definitions of research and deveopment costs as outined in IAS 38: Intangibe assets when determining the correct treatment of costs incurred. Where such expenditure is technicay and commerciay feasibe, the Company intends and has the technica abiity and sufficient resources to compete deveopment, future economic benefits are probabe and if the Company can measure reiaby the expenditure attributabe to the intangibe asset it is treated as deveopment expenditure and capitaised on the statement of financia position. In considering whether an item of expenditure meets these criteria, the Board appies judgement. During the year a such expenditure has been expensed to the statement of tota comprehensive income on the grounds that it reates to feasibiity studies to identify new appications for the technoogy or methods of improving the production process. As the technica feasibiity of this work is unknown at the time the costs are incurred, none meet the criteria for capitaisation during the current or previous year. Deferred tax Management judgement is required to determine the amount of tax assets that can be recognised, based upon the ikey timing and eve of future taxabe profits together with an assessment of the effect of future tax panning strategies. Further information regarding the eve of unrecognised deferred tax is incuded in note 13. Going concern Management judgement is appied at each reporting date in assessing the ongoing appicabiity of the going concern assumption and the current year s assessment of which has been incuded within the going concern section above. Segmenta reporting The Board has reviewed the requirements of IFRS 8 Operating Segments, incuding consideration of what resuts and information the Chief Executive (the Chief Operating Decision Maker) reviews reguary to assess performance and aocate resources, and concuded that a revenue fas under a singe business segment. The Directors consider the business does not have separate divisiona segments as defined under IFRS 8. The Chief Executive assesses the commercia performance of the business based upon a singe set of revenues, margins, operating costs and assets. 22 Surface Transforms Pc Annua Report and Financia Statements

24 Notes to the Financia Statements 1 Accounting poicies continued Non-derivative financia instruments Non-derivative financia instruments comprise trade and other receivabes, cash and cash equivaents and trade and other payabes. Trade and other receivabes Trade and other receivabes are recognised initiay at fair vaue. Subsequent to initia recognition they are measured at amortised cost using the effective interest method, ess any impairment osses. Trade and other payabes Trade and other payabes are recognised initiay at fair vaue. Subsequent to initia recognition they are measured at amortised cost using the effective interest method. Interest-bearing borrowings Interest-bearing borrowings are recognised initiay at fair vaue ess attributabe transaction costs. Subsequent to initia recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method ess any impairment osses. Interest rate risk The Company finances its operations through cash. Cash resources are invested to attract the highest rates for periods that do not imit access to these resources. Liquidity risk With regard to iquidity, the Company s poicy has throughout the year been to ensure that the Company is abe at a times to meet its financia iabiities as and when they fa due. Cash fow forecasting is undertaken on a monthy basis approved and board eve and managed on a daiy basis by the finance function. New standards, amendments and interpretations adopted during the year ended 31 May 2015 The IASB and IFRIC have issued the foowing standards and interpretations which have been adopted during the year. The adoption of these standards and interpretations has not had a materia impact on the Company. Standards and key requirements IFRS 10 Consoidated Financia Statements: The standard s objective is to estabish principes for the presentation and preparation of consoidated financia statements when an entity contros one or more other entities. It buids on existing principes by identifying the concept of contro as the determining factor in whether an entity shoud be incuded within the financia statements. The standard provides additiona guidance to assist in the determination of contro where this is difficut to assess. IFRS 11 Joint Arrangements: IFRS 11 is a more reaistic refection of joint arrangements by focusing on the rights and obigations of the arrangement rather than its ega form. There are two types of joint arrangement: joint operations and joint ventures. Proportiona consoidation of joint ventures is no onger aowed. IFRS 12 Discosures of interests in Other Entities: IFRS 12 incudes the discosure requirements for a forms of interests in other entities, incuding joint arrangements, associates, specia purpose vehices and other off baance sheet vehices. IAS 27 (revised 2011) Separate Financia Statements: IAS 27 (revised 2011) incudes the provisions on separate financia statements that are eft after the contro provisions of IAS 27 have been incuded in the new IFRS 10. IAS 28 (revised 2011) Associates and Joint Ventures: IAS 28 (revised 2011) incudes the requirements for joint ventures, as we as associates, to be equity accounted foowing the issue of IFRS 11. IAS 32 Offsetting Financia Assets and Financia Liabiities: The amendments carify existing appication issues reating to the offsetting requirements. 23 Surface Transforms Pc Annua Report and Financia Statements

25 Notes to the Financia Statements 1 Accounting poicies continued New standards, amendments and interpretations issued but not effective for the financia year beginning 1 June 2014 and not eary adopted The IASB and IFRIC have issued the foowing standards and interpretations with effective dates as noted beow: Effective date (for annua periods Standard Key requirements beginning on or after) IFRS 9, Financia Instruments The standard is the first standard issued as part of a wider 1 January 2018 project to repace IAS 39. It repaces the parts of IAS 39 that reate to the cassification and measurement of financia instruments. IFRS 9 requires financia assets to be cassified into two measurement categories: those measured as at fair vaue and those measured at amortised cost. The cassification depends on the entity s business mode and the contractua cash fow characteristics of the instrument. The guidance in IAS 39 on impairment of financia assets and hedge accounting continues to appy. IFRS 15, Revenue from The standard specifies how and when a company wi recognise 1 January 2018 Contracts with Customers revenue as we as requiring such entities to provider users of financia statements with more informative, reevant discosures. The standard provides a singe, principes based five-step mode to be appied to a contracts with customers. There are no other IFRSs or IFRIC interpretations that are not yet effective that woud be expected to have a materia impact on the Company. 2 Segment reporting Due to the start up nature of the business the Company is currenty focussed on buiding revenue streams from a variety of different markets. As there is ony one manufacturing faciity, and as this has capacity above and beyond the current eves of trade, there is no requirement to aocate resources to or discriminate between specific markets or products. As a resut the Company s chief operating decision maker, the Chief Executive, reviews performance information for the Company as a whoe and does not aocate resources based on products or markets. In addition, a products manufactured by the Company are produced using simiar processes. Having considered this information in conjunction with the requirements of IFRS 8, as at the reporting date the board of Directors have concuded that the Company has ony one reportabe segment, that being the manufacture and sae of carbon fibre materias and the deveopment of technoogies associated with this. The Company considers it offers product technoogy namey carbon fibre re-enforced ceramic materia, which is machined into differing shapes depending on the intended purpose of the end user. Revenue by geographica destination is anaysed as foows: United Kingdom Rest of Europe United States of America Rest of Word ,066 1,273 Turnover in the current year comprises 1,066k of product saes (2014: 1,273k) and no saes in reation to the sae of technoogy (2014: 260k). 24 Surface Transforms Pc Annua Report and Financia Statements

26 Notes to the Financia Statements 3 Expenses and auditors remuneration Operating oss is stated after charging Depreciation of property, pant and equipment Research costs expensed as incurred Rents payabe under operating eases and and buidings Exchange osses 12 2 Loss on disposa of property, pant and equipment 10 Inventory write down 51 Impairment oss on receivabes 12 after crediting Exchange gains 12 Government grants Auditor s remuneration Amounts receivabe by auditors and their associates in respect of: Audit of these financia statements A other services 12 1 Grants received comprise revenue grants from the Technoogy Strategy Board. These are subject to making expenditure as stipuated in the grant appications and to audit of the caims. There are no unfufied conditions or contingencies associated with government assistance received. 4 Remuneration of Directors The aggregate amount of emouments paid to Directors in respect of quaifying services during the year was 155,770 (2014: 151,879). Pension contributions of 21,000 (2014: 21,000) were made to a money purchase scheme on behaf of one director, no other pension contributions were accruing by any other Director during either the current or prior year. 5 Staff numbers and costs The average number of persons empoyed by the Company (incuding Directors) during the year, anaysed by category, was as foows: Number of empoyees Directors 4 4 Other empoyees The aggregate payro costs of these persons were as foows: Wages and saaries Socia security costs Other pension costs (see note 16) Share based compensation Surface Transforms Pc Annua Report and Financia Statements

27 Notes to the Financia Statements 6 Financia expenses Tota interest expense on financia iabiities measured at amortised cost Taxation Anaysis of credit in year UK corporation tax Adjustment in respect of prior years R&D tax aowances (217) (168) Tota income tax credit (217) (168) Detais of the unrecognised deferred tax asset are incuded in note 13. Factors affecting the tax credit for the current period The current tax credit for the year is higher (2014: ower) than the standard rate of corporation tax in the UK of 20.83% (2014: 22.67%). The differences are expained beow: Reconciiation of effective tax rate Loss for the year (765) (674) Tota income tax credit (217) (168) Loss excuding income tax (982) (842) Current tax at average rate of 20.83% (2014: 22.67%) (205) (191) Effects of: Non-deductibe expenses 6 7 Change in unrecognised timing differences Current year osses for which no deferred tax recognised Adjustment in respect of prior years R&D tax aowances (217) (168) Income tax credit (see above) (217) (168) Factors that may affect future tax charges The effective tax rate in future years is expected to be beow the standard rate of corporation tax in the UK due principay to historica osses which have been carried forward. Reductions in the UK corporation tax rate from 21% to 20% (effective from 1 Apri 2015) were substantivey enacted on 2 Juy This wi reduce the company s future current tax credit accordingy and reduce the deferred tax asset at 31 May 2015 which has been cacuated based on the rate of 20% substantivey enacted at the baance sheet date. 26 Surface Transforms Pc Annua Report and Financia Statements

28 Notes to the Financia Statements 8 Property, pant and equipment Leasehod Pant and Fixtures improvements machinery and fittings Tota Cost At 31 May ,102 Additions Disposas (179) (179) At 31 May Additions At 31 May Depreciation At 31 May Charge for year Disposas (128) (128) At 31 May Charge for year At 31 May Net book vaue At 31 May At 31 May At 31 May At 31 May 2015 the net carrying amount of eased pant and machinery was 20,972 (2014: 33,556). 9 Inventories Raw materias and consumabes Work in progress Finished goods Raw materias, consumabes and changes in finished goods and work in progress recognised as cost of saes in the year amounted to 521,296 (2014: 556,568). 10 Trade and other receivabes Trade receivabes Other receivabes Prepayments and accrued income A receivabes fa due within one year Surface Transforms Pc Annua Report and Financia Statements

29 Notes to the Financia Statements 11 Other interest-bearing oans and borrowings This note provides information about the contractua terms of the Company s interest-bearing oans and borrowings, which are measured at amortised cost. For more information about the Company s exposure to interest rate and foreign currency risk, see note Current iabiities Finance ease iabiities 9 9 Non-current iabiities Loans Finance ease iabiities On the 28 March 2014 the company took out a oan faciity for 400,000 from Group 14 Limited, a reated party (see note 17). Fees of 5,000 were incurred. The oan incurs interest at a rate of 9.5% above base rate, payabe monthy in arrears. Repayments commence at a rate of 8,500 per month on 28 March No covenants are attached to the faciity. Loan iabiities are payabe as foows: Present Present Future vaue of Future vaue of minimum minimum minimum minimum oan oan oan oan payments Interest payments payments Interest payments Less than one year Between one and five years Finance ease iabiities are payabe as foows: Present Present Future vaue of Future vaue of minimum minimum minimum minimum ease ease ease ease payments Interest payments payments Interest payments Less than one year Between one and five years The finance ease is in reation to a motor vehice being used as part of the research & deveopment programme and is secured on the asset in question. The interest rate is at an annua rate of 8.5% payabe over a period of 36 months. 28 Surface Transforms Pc Annua Report and Financia Statements

30 Notes to the Financia Statements 12 Trade and other payabes: amounts faing due within one year Trade payabes Taxation and socia security Accruas and deferred income Deferred tax Difference between accumuated depreciation and amortisation and capita aowances (3) (5) Tax osses (846) (658) Unrecognised deferred tax asset (849) (663) The eements of the deferred taxation are as foows: The Company has an unrecognised deferred tax asset at 31 May 2015 of 849,000 (2014: 663,000) reating principay to tax osses which the Company can offset against future taxabe profits from the same trade. 14 Caed up share capita Aotted, caed up and fuy paid 53,181,081 shares of 0.01 each (2014: 42,278,636 shares of 0.01 each) In December 2014 the Company issued 8,210,136 ordinary shares at 0.01 each at a price of 13p per share and in Apri 2015 the Company issued 2,692,309 ordinary shares at 0.01 each at a price of 13p per share. Tota issue costs incurred were 117k. The Company operates a share incentive scheme for the benefit of the Directors and certain empoyees. A options are granted at the discretion of the Board. The scheme grants options to purchase ordinary shares of 0.01 each. No options were exercised in the period. The options granted to Directors, date of grant and exercise price and exercise periods under the scheme are set out in the report on Directors remuneration on pages 11 and 12. In addition to the Directors share options, certain empoyees and former directors have been granted the foowing options: Number of unexpired share Date of grant options at year end Exercise price Exercise period 17/04/ , /04/10-18/04/17 30/06/ , /06/11-30/06/18 22/09/ , /09/11-22/09/18 01/02/ , /03/13-01/03/20 15/02/ , /03/15-15/03/22 25/09/ , /09/16-25/09/24 1,406,415 There are a tota of 664,355 unexpired options hed by empoyees, 742,060 unexpired options hed by former directors and a tota of 1,894,707 unexpired options hed by Directors. 29 Surface Transforms Pc Annua Report and Financia Statements

31 Notes to the Financia Statements 15 Share premium and reserves Share premium Capita Retained account reserve oss At 31 May , (7,586) Retained oss for the year (674) Share issue (net of expenses) 288 Equity setted share based payment transactions 18 At 31 May , (8,242) Retained oss for the year (765) Share issue (net of expenses) 1,191 Equity setted share based payment transactions 24 At 31 May , (8,983) 16 Pension scheme The Company contributes to specific empoyees persona pension schemes. The pension charge for the year represents contributions payabe by the Company to the schemes and amounted to 26,849 (2014: 43,497). During the year one director and severa senior managers opted to enter into saary exchange arrangements whereby they sacrificed saary for increased pension contributions. These arrangements accounted for 17,076 of the pension contributions (2014: 17,576). There were outstanding contributions of 6,959 (2014: 1,366) at the end of the financia year. 17 Reated party discosures Transactions with key management personne Directors of the Company and their immediate reatives contro 19.38% (2014; 24.23%) per cent of the voting shares of the Company. At present empoyees and Directors woud hod 25.60% (2014; 28.71%) of the share capita, foowing the exercise of a outstanding share options. The company considers key management personne as defined in IAS 24 Reated party discosures to be the Directors of the company and key senior manager personne and their remuneration is as foows: Wages and saaries Socia security costs Pension costs Share based payments Surface Transforms Pc Annua Report and Financia Statements

32 Notes to the Financia Statements 17 Reated party discosures continued Other reated party transactions On 28 March 2014, a oan faciity of 400,000 was provided by Group 14 Limited. Fees of 5,000 were incurred. Due to the presence of a common Board Director, Group 14 is a reated party of Surface Transforms Pc. The oan incurs interest at a rate of 9.5% above base rate, payabe monthy in arrears. Repayments commence at a rate of 8,500 per month 3 years after the first draw down. No covenants are attached to the faciity. Detais of transactions in the years to 31 May 2015 and to 31 May 2014 and year end baances at 31 May 2015 and 31 May 2014 are discosed beow Transactions in the year: Group 14 Interest paid 40 7 Fees paid Baance payabe: Group 14 oan payabe Loss per ordinary share The cacuation of basic oss per ordinary share is based on the oss for the financia year divided by the weighted average number of shares in issue during the year. Losses and number of shares used in the cacuations of oss per ordinary share are set out beow: Basic Loss after tax ( ) (765,586) (674,016) Weighted average number of shares (No. of shares) 46,449,946 40,730,707 Loss per share (pence) (1.65p) (1.65p) The cacuation of diuted oss per ordinary share is identica to that used for the basic oss per ordinary share. This is because the exercise of options woud have the effect of reducing the oss per ordinary share from continuing operations and is therefore anti-diutive under the terms of IAS Surface Transforms Pc Annua Report and Financia Statements

33 Notes to the Financia Statements 19 Financia instruments The Company s poicies with regard to financia instruments are set out within note 1. The risks arising from the Company s financia assets and iabiities are set out beow with the poicies for their respective management. Currency Risk The Company transacts business in foreign currencies and therefore incurs some transaction risk. The Company s exposure to foreign currency risk was as foows, this is based on the carrying amount for monetary financia instruments: 31 May May 2014 US Doar Euro Stering US Doar Euro Stering Cash and cash equivaents Trade receivabes Trade payabes (42) (8) (197) (29) (1) (230) Finance ease iabiities (18) (27) Net exposure (17) Reporting Date Average Rate Spot Rate US Doar Euro Sensitivity Anaysis A ten percent strengthening of the pound against the US Doar and the Euro at 31 May 2015 woud have decreased profit by the amounts beow. This anaysis assumes that a other variabes, in particuar interest rates, remain constant. The anaysis is performed on the same basis for US Doar Euro May (11) 31 May 2014 (2) (2) A ten percent weakening of the pound against the US Doar and the Euro at 31 May 2015 woud have an equa and opposite effect to the amounts shown above, on the basis a other variabes remain constant. Price Risk The Company aims to minimise its exposure to suppier price increases and customer price decreases by offsetting reciproca suppier and customer arrangements. 32 Surface Transforms Pc Annua Report and Financia Statements

34 Notes to the Financia Statements 19 Financia instruments continued Credit Risk The Company operates a cosey monitored coection poicy. The ageing of trade receivabes at the reporting date was: 31 May May 2014 Gross Impairment Net Gross Impairment Net Not past due Past due 0 to 30 days Past due 31 to 90 days (11) (11) 357 There was an amount of ni (2014: 10,618) in the aowance for impairment in respect of trade receivabes. Liquidity Risk The Company s objective is to maintain a baance between continuity and fexibiity of funding through the use of short term deposits. The contractua maturity of a cash and cash equivaents, trade and other receivabes at the current and preceding baance sheet date is within one year. The contractua maturity of trade and other payabes at the current and preceding baance sheet date is within three months. The contractua maturity of finance ease and oan iabiities can be found in note 11. Interest Rate Risk At the baance sheet date the interest rate profie of the Company s interest-bearing financia instruments was: Fixed rate instruments: Finance ease iabiities Foating rate instruments: Loan Fair vaues of the Company s financia assets and iabiities The tabe beow anayses the Company s financia instruments: Financia assets: Cash and cash equivaents Trade and other receivabes Tota financia assets 1, Financia iabiities: Trade and other payabes Loans Finance eases Tota financia iabiities Surface Transforms Pc Annua Report and Financia Statements

35 Notes to the Financia Statements 19 Financia instruments continued Cash and cash equivaents The fair vaue of cash and cash equivaents is estimated as its carrying amount, a cash and cash equivaents are repayabe on demand. Trade and other receivabes The fair vaue of trade and other receivabes is estimated as the present vaue of future cash fows, discounted at the market rate of interest at the baance sheet date if the effect is materia. Trade and other payabes The fair vaue of trade and other payabes is estimated as the present vaue of future cash fows, discounted at the market rate of interest at the baance sheet date if the effect is materia. Interest-bearing borrowings Fair vaue, which after initia recognition is determined for discosure purposes ony, is cacuated based on the present vaue of future principa and interest cash fows, discounted at the market rate of interest at the baance sheet date if the effect is materia. Capita management The Company manages its capita to ensure that it wi be abe to continue as a going concern and satisfy its debt as it fas due whist aso maximising opportunities to progress the deveopment of the business. The capita structure of the Company consists of cash and cash equivaents and equity attributabe to sharehoders comprising issued capita. The key indicator of capita management performance used by management is the eve of cash and cash equivaents avaiabe to the Company. 20 Commitments Non-canceabe operating ease rentas are payabe as foows: Land and Land and buidings buidings Within one year In the second to fifth years incusive Capita commitments as at 31 May 2015 were ni (2014: ni) Surface Transforms Pc Annua Report and Financia Statements

36 Notes to the Financia Statements 21 Utimate controing party The Directors do not consider there to be an utimate controing party due to no individua party owning a majority share in the Company. 22 Share based payments Share Options The number of options outstanding under the Company s share option scheme is as foows: Number of Share Options Ordinary Shares at 1p At At Date from 31 May 31 May Exercise which Expiry Note 2014 Granted Surrendered Lapsed 2015 price exercisabe date (a) 280, , /04/ /04/2017 (b) 50,000 50, /04/ /04/2017 (a) 468, , /06/ /06/2018 (a) 610, , /09/ /09/2018 (b) 225, , /09/ /09/2018 (a) 145, , /03/ /03/2020 (b) 345, , /03/ /03/2020 (b) 100, , /10/ /10/2021 (b) 100, , /10/ /10/2021 (b) 100, , /10/ /10/2021 (a) 106, , /02/ /03/2022 (b) 330, , /02/ /03/2022 (a) 200, , //08/ /08/2023 (a) 440, , //09/ /09/2024 Tota 3,060, , ,000 3,301,122 (a) These options have been granted under the EMI approved scheme. There have been no variations to the terms and conditions or performance criteria attached to these share options during the financia year. There are no performance conditions attached to these shares other than continued empoyment by the Company. (b) These options have been granted under the unapproved scheme. There have been no variations to the terms and conditions or performance criteria attached to these share options during the financia year. There are no performance conditions attached to these shares other than continued empoyment by the Company. There was no cost payabe by the empoyees on the grant of any of the above options. The option hoder may ony exercise their options during empoyment with the Company. 35 Surface Transforms Pc Annua Report and Financia Statements

37 Notes to the Financia Statements for the year ended 31 May Share based payments continued The movements of the EMI and unapproved share options outstanding are shown beow: EMI Scheme Unapproved Scheme Weighted Weighted average average Number exercise Number exercise of awards price of awards price Outstanding at 31 May ,681, ,250, Granted 200, Forfeited & surrendered (72,000) Outstanding at 31 May ,809, ,250, Granted 440, Forfeited & surrendered (200,000) Outstanding at 31 May ,050, ,250, Range of exercise prices 9p to 21p 9p to 21p Weighted average remaining contractua ife for the EMI Scheme is 7 years 9 months (2014: 4 years 11 months). Weighted average remaining contractua ife for the unapproved Scheme is 7 years 9 months (2014: 7 years 4 months). There were no share options exercised during the year (2014 ni). A charge of 23,786 (2014: 17,821) has been made in the statement of comprehensive income to spread the fair vaue of the options over the 3 year service obigations of those incentives. Assumptions used in the vauation of share based options In cacuating the fair vaue of the share based payment arrangements the Company has used the Back Schoes method. Weighted average assumptions Fair vaue per share option 6.6p 11.4p Share price on date of grant 10.5p 10.0p Exercise price 10.5p 10.0p Share options granted in the year EMI scheme 440, ,000 Expected voatiity 100% 100% Exercise pattern (years) 3-10 years uniformy 3-10 years uniformy Expected dividend yieds 0% 0% Risk free rate of return 2% 2% The fair vaue of the share options is appied to the number of options that are expected to vest which takes into account the expected and actua forfeitures over the vesting period as a resut of cessation of empoyment. Expected voatiity was determined by assessing the Company s historic data and the market in which the Company operates. 36 Surface Transforms Pc Annua Report and Financia Statements

38 Company Information and Advisers Websites Registered Number Directors David Bundred (Non-executive Chairman) Dr Kevin Johnson (Chief Executive) Kevin D Siva (Non-executive Director) Richard Dougas Gedhi (Non-executive Director) Company Secretary David C Aen Address Unit 4 Oympic Park Pooe Ha Road Eesmere Port Cheshire CH66 1ST Te: Nominated adviser and Broker Auditors Soicitors to the Company Bankers Registrars Cantor Fitzgerad Europe One Churchi Pace Canary Wharf London E14 5RB Baker Tiy UK Audit LLP 3 Hardman Street Manchester M3 3HF Gateey LLP Ship Cana House, 98 King Street, Manchester M2 4WU NatWest Chester Branch 33 Eastgate Street Chester CH1 1LG Barcays Bank Ltd 125 Main Street Frodsham Cheshire WA6 7AD Capita Asset Services The Registry 34 Beckenham Road Kent BR3 4TU 37 Surface Transforms Pc Annua Report and Financia Statements

39 Notice of Annua Genera Meeting NOTICE IS HEREBY GIVEN that the annua genera meeting of Surface Transforms Pc wi be hed at Roya-Overseas League, Over-Seas House, London, SW1A 1LR on Tuesday 24 November 2015 at 11.00am for the foowing purposes: Ordinary Business 1. To receive the annua accounts of the Company for the financia year ended 31 May 2015 together with the ast Directors report, the ast Directors remuneration report and the auditors report on those accounts. 2. To re-eect Richard Dougas Gedhi, who retires by rotation pursuant to artice 113 of the artices of association of the Company and who, being eigibe, offers himsef for re-eection as a Director. 3. To re-appoint RSM UK Audit LLP (formery Baker Tiy UK Audit LLP) as auditors for the Company to hod office from the concusion of this meeting unti the concusion of the next annua genera meeting of the Company and to authorise the Directors to fix their remuneration. Specia Business To consider and, if thought fit, pass the foowing resoution which wi be proposed as an ordinary resoution: 4. THAT, in substitution for a existing and unexercised authorities and powers, the Directors of the Company be and they are hereby generay and unconditionay authorised for the purpose of section 551 of the Companies Act 2006 (the Act ): to exercise a or any of the powers of the Company to aot shares of the Company or to grant rights to subscribe for, or to convert any security into, shares of the Company (such shares and rights being atogether referred to as Reevant Securities ) up to an aggregate nomina vaue of 168,296 to such persons at such times and generay on such terms and conditions as the Directors may determine (subject aways to the artices of association of the Company); and further to aot equity securities (as defined in section 560 of the Act) up to an aggregate nomina vaue of 168,296 in connection with a rights issue or simiar offer in favour of ordinary sharehoders where the equity securities respectivey attributabe to the interests of a ordinary sharehoders are proportionate (as neary as may be) to the respective numbers of ordinary shares hed by them subject ony to such excusions or other arrangements as the directors of the Company may consider appropriate to dea with fractiona entitements or ega and practica difficuties under the aws of, or the requirements of any recognised reguatory body in any territory, PROVIDED THAT this authority sha, uness previousy renewed, varied or revoked by the Company in genera meeting, expire at the concusion of the next annua genera meeting or on the date which is 6 months after the next accounting reference date of the Company (if earier) save that the Directors of the Company may, before the expiry of such period, make an offer or agreement which woud or might require reevant securities or equity securities (as the case may be) to be aotted after the expiry of such period and the Directors of the Company may aot reevant securities or equity securities (as the case may be) in pursuance of such offer or agreement as if the authority conferred hereby had not expired. 38 Surface Transforms Pc Annua Report and Financia Statements

40 Notice of Annua Genera Meeting 5. To consider and, if thought fit, pass the foowing resoution which wi be proposed as a specia resoution: THAT, subject to and conditiona upon the passing of the resoution numbered 4 in the notice convening the meeting at which this resoution was proposed and in substitution for a existing and unexercised authorities and powers, the Directors of the Company be and are hereby empowered pursuant to section 570 of the Act to aot equity securities (as defined in section 560 of the Act) pursuant to the authority conferred upon them by resoution 4 as if section 561 of the Act did not appy to any such aotment provided that this authority and power sha be imited to: (a) (b) the aotment of equity securities in connection with a rights issue or simiar offer in favour of ordinary sharehoders where the equity securities respectivey attributabe to the interest of a ordinary sharehoders are proportionate (as neary as may be) to the respective numbers of ordinary shares hed by them subject ony to such excusions or other arrangements as the Directors of the Company may consider appropriate to dea with fractiona entitements or ega and practica difficuties under the aws of, or the requirements of any recognised reguatory body in any, territory; and the aotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nomina amount of 50,488, representing approximatey 10% of the current issued share capita of the Company, and sha expire at the concusion of the next annua genera meeting or on the date which is 6 months after the next accounting reference date of the Company (if earier) save that the Company may before such expiry make an offer or agreement which woud or might require equity securities to be aotted after such expiry and the Directors may aot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. BY ORDER OF THE BOARD David C Aen Company Secretary Date: 29 September 2015 Registered office: Unit 4 Oympic Park Pooe Ha Road Eesmere Port Cheshire CH66 1ST 39 Surface Transforms Pc Annua Report and Financia Statements

41 Notice of Annua Genera Meeting Notes: 1. A member of the Company entited to attend and vote at the meeting convened by this notice is entited to appoint one or more proxies to exercise any of his rights to attend, speak and vote at that meeting on his behaf. If a member appoints more than one proxy, each proxy must be entited to exercise the rights attached to different shares. A proxy need not be a member of the Company. 2. A proxy may ony be appointed using the procedures set out in these notes and the notes to the proxy form. To appoint a proxy, a member may compete, sign and date the encosed proxy form and deposit it at the Company s Registrars, Capita Asset Services at PXS, 34 Beckenham Road, Beckenham, BR3 4TU by 11.00am on 22 November Any power of attorney or any other authority under which the proxy form is signed (or a duy certified copy of such power or authority) must be encosed with the proxy form. 3. In order to revoke a proxy appointment, a member must sign and date a notice ceary stating his intention to revoke his proxy appointment and deposit it at the Company s Registrars, Capita Asset Services at PXS, 34 Beckenham Road, Beckenham, BR3 4TU by 11.00am on 22 November CREST members who wish to appoint a proxy or proxies by utiising the CREST eectronic proxy appointment service may do so in reation to the meeting, and any adjournment(s) of that meeting, by utiising the procedures described in the CREST Manua. In order for a proxy appointment made by means of CREST to be vaid, the appropriate CREST message must be transmitted so as to be received by the Company s Agent, Capita Asset Services at PXS, 34 Beckenham Road, Beckenham, BR3 4TU (CREST Participant ID:RA10) by no ater than 48 hours before the time of the meeting. For this purpose, the time of receipt wi be taken to be the time (as determined by the timestamp appied to the message by the CREST Appications Host) from which the Company s agent is abe to retrieve the message by enquiry to CREST in the manner prescribed. The Company may treat as invaid a CREST Proxy Instruction in the circumstances set out in Reguation 35(5)(a) of the Uncertificated Securities Reguations Any corporation which is a member of the Company may authorise one or more persons (who need not be a member of the Company) to attend, speak and vote at the meeting as the representative of that corporation. 6. The right to vote at the meeting sha be determined by reference to the register of members of the company. Ony those persons whose names are entered on the register of members of the Company at 6.00pm on 22 November 2015 sha be entited to attend and vote in respect of the number of shares registered in their names at that time. Changes to entries on the register of members after that time sha be disregarded in determining the rights of any person to attend and/or vote at the meeting. Expanatory Notes: Resoution 4 Directors power to aot reevant securities Under section 551 of the Act, reevant securities may ony be issued with the consent of the sharehoders, uness the sharehoders pass a resoution generay authorising the directors to issue shares without further reference to the sharehoders. This resoution authorises the genera issue of shares up to an aggregate nomina vaue of 168,296, which is equa to 33.33% of the nomina vaue of the current ordinary share capita of the Company and a further issue of shares up to an aggregate nomina vaue of 168,296, which is equa to a further 33.33% of the nomina vaue of the current share capita of the Company for the purposes of fuy pre-emptive rights issues. Such authorities wi expire at the concusion of the next annua genera meeting of the Company or the date which is 6 months after the next accounting reference date of the Company (whichever is the earier). Resoution 5 Disappication of pre-emption rights on equity issues for cash Section 561 of the Act requires that a company issuing shares for cash must first offer them to existing sharehoders foowing a statutory procedure which, in the case of a rights issue, may prove to be both costy and cumbersome. This resoution excudes that statutory procedure as far as rights issues are concerned. It aso enabes the directors to aot shares up to an aggregate nomina vaue of 50,488, which is equa to 10% of the nomina vaue of the current ordinary share capita of the Company, subject to resoution 5(b) being passed. The directors beieve that the imited powers provided by this resoution wi maintain a desirabe degree of fexibiity. Uness previousy revoked or varied, the disappication wi expire on the concusion of the next annua genera meeting of the Company or on the date which is 15 months after the resoution being passed (whichever is the earier). 40 Surface Transforms Pc Printed by Michae Seare & Son Limited 40

42 Surface Transforms Pc Unit 4 Oympic Park Pooe Ha Road Eesmere Port Cheshire CH66 1ST Te: