Silverfin false false 31/12/2024 01/01/2024 31/12/2024 E Coen 14/01/2025 24/11/2021 E Nisselson 28/10/2020 S Talukdar 24/01/2020 J F Zijlstra 08/04/2025 10 July 2025 The principal activity of the Company during the financial year was that of developing technology that will aid in the optimisation of plant propagation. 12423953 2024-12-31 12423953 bus:Director1 2024-12-31 12423953 bus:Director2 2024-12-31 12423953 bus:Director3 2024-12-31 12423953 bus:Director4 2024-12-31 12423953 2023-12-31 12423953 core:CurrentFinancialInstruments 2024-12-31 12423953 core:CurrentFinancialInstruments 2023-12-31 12423953 core:ShareCapital 2024-12-31 12423953 core:ShareCapital 2023-12-31 12423953 core:SharePremium 2024-12-31 12423953 core:SharePremium 2023-12-31 12423953 core:RetainedEarningsAccumulatedLosses 2024-12-31 12423953 core:RetainedEarningsAccumulatedLosses 2023-12-31 12423953 core:FurnitureFittings 2023-12-31 12423953 core:ComputerEquipment 2023-12-31 12423953 core:OtherPropertyPlantEquipment 2023-12-31 12423953 core:FurnitureFittings 2024-12-31 12423953 core:ComputerEquipment 2024-12-31 12423953 core:OtherPropertyPlantEquipment 2024-12-31 12423953 bus:OrdinaryShareClass1 2024-12-31 12423953 bus:OrdinaryShareClass2 2024-12-31 12423953 bus:OrdinaryShareClass3 2024-12-31 12423953 bus:OrdinaryShareClass4 2024-12-31 12423953 core:WithinOneYear 2024-12-31 12423953 core:WithinOneYear 2023-12-31 12423953 core:BetweenOneFiveYears 2024-12-31 12423953 core:BetweenOneFiveYears 2023-12-31 12423953 2024-01-01 2024-12-31 12423953 bus:FilletedAccounts 2024-01-01 2024-12-31 12423953 bus:SmallEntities 2024-01-01 2024-12-31 12423953 bus:AuditExemptWithAccountantsReport 2024-01-01 2024-12-31 12423953 bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 12423953 bus:Director1 2024-01-01 2024-12-31 12423953 bus:Director2 2024-01-01 2024-12-31 12423953 bus:Director3 2024-01-01 2024-12-31 12423953 bus:Director4 2024-01-01 2024-12-31 12423953 core:FurnitureFittings 2024-01-01 2024-12-31 12423953 core:ComputerEquipment 2024-01-01 2024-12-31 12423953 core:OtherPropertyPlantEquipment core:TopRangeValue 2024-01-01 2024-12-31 12423953 2023-01-01 2023-12-31 12423953 core:OtherPropertyPlantEquipment 2024-01-01 2024-12-31 12423953 core:CurrentFinancialInstruments 2024-01-01 2024-12-31 12423953 bus:OrdinaryShareClass1 2024-01-01 2024-12-31 12423953 bus:OrdinaryShareClass1 2023-01-01 2023-12-31 12423953 bus:OrdinaryShareClass2 2024-01-01 2024-12-31 12423953 bus:OrdinaryShareClass2 2023-01-01 2023-12-31 12423953 bus:OrdinaryShareClass3 2024-01-01 2024-12-31 12423953 bus:OrdinaryShareClass3 2023-01-01 2023-12-31 12423953 bus:OrdinaryShareClass4 2024-01-01 2024-12-31 12423953 bus:OrdinaryShareClass4 2023-01-01 2023-12-31 iso4217:GBP xbrli:pure xbrli:shares

Company No: 12423953 (England and Wales)

GARDIN LTD

Unaudited Financial Statements
For the financial year ended 31 December 2024
Pages for filing with the registrar

GARDIN LTD

Unaudited Financial Statements

For the financial year ended 31 December 2024

Contents

GARDIN LTD

COMPANY INFORMATION

For the financial year ended 31 December 2024
GARDIN LTD

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2024
DIRECTORS E Coen (Resigned 14 January 2025)
E Nisselson
S Talukdar
J F Zijlstra (Appointed 08 April 2025)
SECRETARY A McGurk
REGISTERED OFFICE 99 Park Drive Milton Park
Abingdon
OX14 4RY
United Kingdom
COMPANY NUMBER 12423953 (England and Wales)
ACCOUNTANT S&W Partners LLP
4th Floor EQ Building
111 Victoria Street
Redcliffe
Bristol
BS1 6AX
GARDIN LTD

BALANCE SHEET

As at 31 December 2024
GARDIN LTD

BALANCE SHEET (continued)

As at 31 December 2024
Note 31.12.24 31.12.23
£ £
Fixed assets
Tangible assets 3 316,554 396,274
316,554 396,274
Current assets
Stocks 94,382 216,668
Debtors 4 194,269 157,110
Cash at bank and in hand 1,052,141 1,610,372
1,340,792 1,984,150
Creditors: amounts falling due within one year 5 ( 2,319,660) ( 162,245)
Net current (liabilities)/assets (978,868) 1,821,905
Total assets less current liabilities (662,314) 2,218,179
Net (liabilities)/assets ( 662,314) 2,218,179
Capital and reserves
Called-up share capital 6 225 220
Share premium account 9,385,763 9,385,763
Profit and loss account ( 10,048,302 ) ( 7,167,804 )
Total shareholders' (deficit)/funds ( 662,314) 2,218,179

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Gardin Ltd (registered number: 12423953) were approved and authorised for issue by the Board of Directors on 10 July 2025. They were signed on its behalf by:

S Talukdar
Director
GARDIN LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
GARDIN LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

Gardin Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 99 Park Drive Milton Park, Abingdon, OX14 4RY, United Kingdom.

The financial statements have been prepared in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The functional currency of Gardin Ltd is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

Going concern

The statement of financial position is showing a net liabilities position of £662,314. Having considered the company forecasts and making enquiries, the directors have formed a judgement at the date of approving the financial statements that there is a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the approval and signing of these financial statements. The directors have given their assurance they will support the business during the next 12 months and therefore the accounts have been prepared on a going concern basis.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise on monetary items.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. Where the fair value of goods and services received cannot be reliably estimated, profit or loss is charged with the fair value of the options at the date of grant over the vesting period.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on enacted or substantively enacted tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Fixtures and fittings 33 % reducing balance
Computer equipment 33 % reducing balance
Other property, plant and equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Convertible SAFE Notes are a financial instrument containing a future right to shares (see note 8).
Convertible SAFE notes are initially recognised at fair value and are subsequently re-measured at their fair value. Changes in the fair value of the Convertible SAFE notes are recognised in the profit and loss.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Research and development

In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as
an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Tax credits from qualifying research and development expenditure are recognised in the year of receipt.

2. Employees

31.12.24 31.12.23
Number Number
Monthly average number of persons employed by the Company during the year, including directors 19 20

3. Tangible assets

Fixtures and fittings Computer equipment Other property, plant
and equipment
Total
£ £ £ £
Cost
At 01 January 2024 23,830 91,421 517,144 632,395
Additions 0 6,124 129,070 135,194
Disposals 0 0 ( 2,407) ( 2,407)
At 31 December 2024 23,830 97,545 643,807 765,182
Accumulated depreciation
At 01 January 2024 11,706 54,103 170,312 236,121
Charge for the financial year 7,944 20,482 186,235 214,661
Disposals 0 0 ( 2,154) ( 2,154)
At 31 December 2024 19,650 74,585 354,393 448,628
Net book value
At 31 December 2024 4,180 22,960 289,414 316,554
At 31 December 2023 12,124 37,318 346,832 396,274

4. Debtors

31.12.24 31.12.23
£ £
Trade debtors 86,471 3,095
Prepayments 49,260 65,669
VAT recoverable 18,454 18,262
Other debtors 40,084 70,084
194,269 157,110

5. Creditors: amounts falling due within one year

31.12.24 31.12.23
£ £
Trade creditors 107,058 46,719
Accruals and deferred income 170,569 88,920
Other taxation and social security 36,768 0
Other creditors 2,005,265 26,606
2,319,660 162,245

Included in other creditors is a balance of £3,578 (2023 - £1,903), which is secured by a fixed charge over other debtors of £10,000 (2023 - £40,000).

6. Called-up share capital

31.12.24 31.12.23
£ £
Allotted, called-up and fully-paid
1,065,363 Ordinary shares of £ 0.0001 each (31.12.23: 1,017,076 shares of £ 0.0001 each) 107 102
393,440 Series Preseed Preferred ordinary shares of £ 0.0001 each 39 39
535,429 Series Preseed Preferred 1 ordinary shares of £ 0.0001 each 54 54
254,291 Series Preseed Preferred 2 ordinary shares of £ 0.0001 each 25 25
225 220

On 5 November 2024, the Company issued 48,287 Ordinary shares with a nominal value of £0.0001 each for proceeds of £4.83.

All shares rank parri passu in respect of voting and dividend rights. In the event of distribution of capital, surplus assets remaining after payment of its liabilities would be paid as followed: Seed Preferred 1, Seed Preferred 2, Pre-Seed Preferred then Ordinary shares.

7. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

31.12.24 31.12.23
£ £
within one year 100,005 100,005
between one and five years 201,529 301,534
301,534 401,539

8. Share-based payments

EMI scheme for employees

The company operates an EMI qualifying share option scheme for employees of the company. Share options vest over a period of 4 years from the vesting commencement date or over a period of 4 years from the date of grant with a 12 month cliff. The share options have a maximum term of 10 years unless the conditions for an option to lapse stated in the option agreement are met earlier than the maximum term. The fair value of the share options has been calculated using the Black-Scholes valuation model.

During the period, the company granted no options (2023 - 91,000) and 24,569 (2023 - 17,076) options were exercised. Options totalling 13,101 (2023 - Nil) were forfeited and no options in either the current or prior period expired. At 31 December 2024 the total number of outstanding options in the EMI scheme was 195,952 (2023 - 233,622) of 37,670 (2023 - 17,076) shares were exercisable. No share based payment charge has been recognised in the profit and loss account for the period ending 31 December 2024 and its two previous financial periods on the basis of materiality

Unapproved scheme for employees

The company operates an unapproved share option scheme for employees of the company. Share options vest over a period of 4 years from the date of grant with a 12 month cliff. The share options do not have a maximum term and therefore will lapse at the earliest of the conditions stated in the option agreement being met. The fair value of the share options has been calculated using the Black-Scholes valuation model.

During the year, the company granted no options (2023 - Nil). No share options were vested, exercised, forfeited or expired in the current or previous financial period. At 31 December 2024, the total number of outstanding options in the unapproved scheme was 85,000 (2023 - 85,000) of which no shares were exercisable (2023 - Nil). No share based payment charge has been recognised in the profit and loss account for the period ending 31 December 2024 and its two previous financial periods on the basis of materiality.

Unapproved scheme for external consultants

The company operates an unapproved share option scheme for non-employees of the company. Share options vest over a period of 4 years from the vesting commencement date. The share options do not have a maximum term and therefore will lapse at the earliest of the conditions stated in the option agreement being met. The fair value of the services received could not be reliably estimated and therefore the fair value of the options at the date of grant has been used.

During the year, the company granted no options (2023 - 5,083) and 23,718 (2023 - Nil) share options were exercised. Options totalling 9,069 (2023 - 15,711) were forfeited and no options expired in the current or previous financial period. At 31 December 2024 the total number of outstanding options in the unapproved scheme was 42,788 (2023 - 75,575) of which 32,787 (2023 - 15,711) options were exercisable. No share based payment charge has been recognised in the profit and loss account for the period ending 31 December 2024 and its two previous financial periods on the basis of materiality

9. Taxation

The company has carried forward tax losses of approximately £7,510,842 (2023 - £6,000,000) available for relief against future profits of the business. No deferred tax asset has been recognised on these losses.

10. Events after the Balance Sheet date

Subsequent to the year end, on 14 January 2025, the company issued 981,399 Seed Preferred shares of £0.0001 each at a premium. The total consideration of £1,986,989 was received prior to the year end and was included within other creditors (note 7) as at 31 December 2024, pending the formal issue of the shares.