Company No: 03965471 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Dr D W Elger
	L Friestad
	G N Hudson (Resigned 31 July 2025)
	P Jefferson
	M A D Moreland
	Dr T J Nicholls
	Dr W Woloszczuk

SECRETARY

Pennsec Limited

REGISTERED OFFICE	Unit 6
	Surrey Technology Centre 40 Occam Road
	Surrey Research Park
	Guildford
	GU2 7YG
	United Kingdom

COMPANY NUMBER

03965471 (England and Wales)

ACCOUNTANT	S&W Partners LLP
	4th Floor Cumberland House
	15-17 Cumberland Place
	Southampton
	Hampshire
	SO15 2BG

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	3	1,111,764		935,001
Tangible assets	4	106,859		36,844
Investments	5	247,128		245,329
		1,465,751		1,217,174
Current assets
Stocks		9,976		211
Debtors	6	592,250		686,143
Cash at bank and in hand		521,767		557,774
		1,123,993		1,244,128
Creditors: amounts falling due within one year	7	( 325,358)		( 204,705)
Net current assets		798,635		1,039,423
Total assets less current liabilities		2,264,386		2,256,597
Provision for liabilities	8	( 179,464)		( 68,065)
Net assets		2,084,922		2,188,532
Capital and reserves
Called-up share capital		377		377
Share premium account		1,009,250		1,009,250
Other reserves		( 235,902 )		( 235,902 )
Profit and loss account		1,311,197		1,414,807
Total shareholders' funds		2,084,922		2,188,532

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 Conidia Bioscience Limited (registered number: 03965471) were approved and authorised for issue by the Board of Directors on 10 September 2025. They were signed on its behalf by:

Dr T J Nicholls 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

Conidia Bioscience Limited (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 Unit 6, Surrey Technology Centre 40 Occam Road, Surrey Research Park, Guildford, GU2 7YG, 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 ‘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 Conidia Bioscience Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

These financial statements are separate financial statements.

Going concern

The financial statements have been prepared on a going concern basis.

The directors have made an assessment in preparing these financial statements as to whether the Company is a going concern and have concluded that there are no material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.

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.

When the stage of completion cannot be measured reliably revenue is recognised up to the extent of recoverable expenses and accordingly no profit is recognised.

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.

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.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Computer software	5 - 10 years straight line
Development costs	10 years straight line
Trademarks, patents and licences	10 years straight line

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:

Leasehold improvements	5 years straight line
Plant and machinery	25 % reducing balance
Office equipment	25 % reducing balance

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
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

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 estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.

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, bank loans, loans from fellow group companies and preference shares 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	15		17

3. Intangible assets

	Computer software		Development costs		Trademarks, patents and licences		Total
	£		£		£		£
Cost
At 01 January 2024	69,771		3,220,881		120,840		3,411,492
Additions	1,960		309,880		15,428		327,268
Disposals	0		0		( 109,658)		( 109,658)
At 31 December 2024	71,731		3,530,761		26,610		3,629,102
Accumulated amortisation
At 01 January 2024	53,120		2,312,634		110,737		2,476,491
Charge for the financial year	10,441		133,691		1,789		145,921
Disposals	0		0		( 105,074)		( 105,074)
At 31 December 2024	63,561		2,446,325		7,452		2,517,338
Net book value
At 31 December 2024	8,170		1,084,436		19,158		1,111,764
At 31 December 2023	16,651		908,247		10,103		935,001

4. Tangible assets

	Leasehold improve- ments		Plant and machinery		Office equipment		Total
	£		£		£		£
Cost
At 01 January 2024	0		83,132		25,735		108,867
Additions	62,353		20,365		2,834		85,552
Disposals	0		( 1,380)		0		( 1,380)
At 31 December 2024	62,353		102,117		28,569		193,039
Accumulated depreciation
At 01 January 2024	0		55,874		16,149		72,023
Charge for the financial year	4,053		8,385		2,757		15,195
Disposals	0		( 1,038)		0		( 1,038)
At 31 December 2024	4,053		63,221		18,906		86,180
Net book value
At 31 December 2024	58,300		38,896		9,663		106,859
At 31 December 2023	0		27,258		9,586		36,844

5. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	1
At 31 December 2024	1
Carrying value at 31 December 2024	1
Carrying value at 31 December 2023	1

	Other investments		Total
	£		£
Cost or valuation before impairment
At 01 January 2024	245,328		245,328
Additions	1,799		1,799
At 31 December 2024	247,127		247,127
Carrying value at 31 December 2024	247,127		247,127
Carrying value at 31 December 2023	245,328		245,328

The Company holds an 100% investment in their subsidiary company Conidia Bioscience Inc, comprising 1,000 $0.001 ordinary shares.

During the year, the Company incurred legal fees in relation to the share transfer of £1,799.

6. Debtors

	2024		2023
	£		£
Trade debtors	200,140		206,528
Amounts owed by Group undertakings	0		133,987
Prepayments	45,886		46,953
VAT recoverable	34,109		6,760
Corporation tax	157,719		141,915
Other debtors	154,396		150,000
	592,250		686,143

7. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	194,542		111,686
Amounts owed to Group undertakings	28,368		0
Accruals and deferred income	67,391		62,351
Other taxation and social security	26,298		25,513
Other creditors	8,759		5,155
	325,358		204,705

8. Provision for liabilities

	2024		2023
	£		£
Deferred tax	179,464		35,065
Other provisions	0		33,000
	179,464		68,065

9. Related party transactions

The Company has taken advantage of the exemption under FRS 102 Section 33.1A not to disclose transactions with wholly owned group entities.

10. Ultimate controlling party

At the year end the immediate parent undertaking was Papa Holdings Limited, a company registered in England and Wales. The directors do not consider there to be an ultimate controlling party.