Company No: SC562625 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	3	0		30
Investments	4	573,023		1,023
		573,023		1,053
Current assets
Debtors	5	49,414		560,700
Cash at bank and in hand		1,701,058		111,353
		1,750,472		672,053
Creditors: amounts falling due within one year	6	( 61,825)		( 11,313)
Net current assets		1,688,647		660,740
Total assets less current liabilities		2,261,670		661,793
Net assets		2,261,670		661,793
Capital and reserves
Called-up share capital	7	216		158
Share premium account		2,804,858		1,054,226
Profit and loss account		( 543,404 )		( 392,591 )
Total shareholders' funds		2,261,670		661,793

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 members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Ufraction8 Limited (registered number: SC562625) were approved and authorised for issue by the Board of Directors on 04 September 2025. They were signed on its behalf by:

Dr M J Tomecka Director

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 year, unless otherwise stated.

General information and basis of accounting

Ufraction8 Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Suite 1/14 45 Vicar Street, Falkirk, FK1 1LL, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction.

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

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

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.

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 current tax rates and laws.

Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost of each asset on a straight-line basis over its expected useful life, as follows:

Plant and machinery	5 years straight line
Computer equipment	3 years straight line

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account. No impairments were noted in the period.

Fixed asset investments

Interest in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors and bank loans that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

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.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	2		3

3. Tangible assets

	Plant and machinery		Computer equipment		Total
	£		£		£
Cost
At 01 January 2024	1,581		4,096		5,677
At 31 December 2024	1,581		4,096		5,677
Accumulated depreciation
At 01 January 2024	1,551		4,096		5,647
Charge for the financial year	30		0		30
At 31 December 2024	1,581		4,096		5,677
Net book value
At 31 December 2024	0		0		0
At 31 December 2023	30		0		30

4. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	1,023
Additions	572,000
At 31 December 2024	573,023
Carrying value at 31 December 2024	573,023
Carrying value at 31 December 2023	1,023

5. Debtors

	2024		2023
	£		£
Amounts owed by own subsidiaries	20,766		550,079
Corporation tax	14,770		0
Other debtors	13,878		10,621
	49,414		560,700

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	2,242		0
Other taxation and social security	6,174		0
Other creditors	53,409		11,313
	61,825		11,313

There are no amounts included above in respect of which any security has been given by the small entity.

7. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
1,233,200 Ordinary shares of £ 0.0001 each (2023: 123,320 shares of £ 0.001 each)	123		123
34,654 Seed ordinary shares of £ 0.001 each	35		35
583,310 A ordinary shares of £ 0.0001 each (2023: nil shares)	58		0
	216		158

The movement in the share premium account in the year of £1,750,632 relates to £1,871,940 premium arising on the shares issued, less £121,308 relating to the costs of raising funds.

8. Related party transactions

Transactions with entities in which the entity itself has a participating interest

	2024		2023
	£		£
Amounts owed by own subsidiary	20,766		550,079

The above loans are advanced to a subsidiary company in order to conduct R&D activities. While this loan is unsecured, repayable 18 months after notice of demand raised and subject to interest at Bank of England base rate, this will only be possible when commercial activities commence in the subsidiary.

On the 31 December 2024 the company converted £572,000 of the intercompany loan balance with Ufraction8 PL to equity.