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Registered number: 10255178 EMBERION LIMITED UNAUDITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2024
EMBERION LIMITED REGISTERED NUMBER: 10255178 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 9 |  | 158,600 |  | 302,005
|  |  | 158,600 |  | 302,005
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 10 | 239,367 |  | 491,905 |
Cash at bank | 11 | 25,125 |  | 116,002 |
|  | 264,492 |  | 607,907 |
Creditors: amounts falling due within one year | 12 | (223,755) |  | (182,975) |
Net current assets |  |  | 40,737 |  | 424,932
Total assets less current liabilities |  |  | 199,337 |  | 726,937
Creditors: amounts falling due after more than one year | 13 |  | (6,560,110) |  | (6,030,110)
Provisions for liabilities |  |  |  |  |
Deferred tax | 14 | (31,401) |  | (49,736) |
|  |  | (31,401) |  | (49,736)
Net liabilities |  |  | (6,392,174) |  | (5,352,909)
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 100 |  | 100
Profit and loss account |  |  | (6,392,274) |  | (5,353,009)
|  |  | (6,392,174) |  | (5,352,909)
Page 1
EMBERION LIMITED REGISTERED NUMBER: 10255178 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2024 The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. 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. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the income statement in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ Dr Piers Andrew
Director
Date: 17 September 2025
Page 2
EMBERION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Emberion Limited is a Private Limited Company incorporated in England and Wales. Its Company registration number is 10255178. The address of its registered office is C/O Windsor House, Station Court Station Road, Great Shelford, Cambridge, United Kingdom, CB22 5NE. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Going concern
The Directors believe that the Company will have adequate resources to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements. Accordingly, the going concern basis has been adopted in preparing these financial statements.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Page 3
EMBERION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.6 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 2 years
|  |  |  | Fixtures and fittings | - | 2 years
|  |  |  | Office equipment | - | 2 years
|  |  |  | Laboratory consumables | - | 2 years
|  |  |  | Laboratory equipment | - | 5 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 4
EMBERION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Debtors
Short-term debtors are measured at transaction price, less any impairment.
| 2.8 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.9 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.10 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Income statement in the same period as the related expenditure.
| 2.11 | Pensions
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.12 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.13 | 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. Page 5
EMBERION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the date of the Statement of Financial Position Account and the amounts reported for revenues and expenses during the year.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| R&D services | 507,234 | 642,951
|  | 507,234 | 642,951
| All turnover arose within the United Kingdom.
5. | Other operating income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| R&D expenditure credit (RDEC) | 79,844 | (33,252)
| Government grants receivable | 122,491 | 53,688
|  | 202,335 | 20,436
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Exchange differences | 1,420 | (842)
| Other operating lease rentals | 136,140 | 135,385
7. | Employees
| The average monthly number of employees, including directors, during the year was 13 (2023 - 11).
Page 6
EMBERION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 99,177 | 99,336
| Company contributions to defined contribution pension schemes | 9,918 | 9,834
|  | 109,095 | 109,170
9. | Tangible fixed assets
|  | Plant and machinery | Laboratory equipment | Fixtures and fittings | Office equipment | Laboratory consumable
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | 641,938 | 1,338,625 | 216,394 | 64,595 | 84,626
| Disposals | - | (62,945) | - | - | -
| At 31 December 2024 | 641,938 | 1,275,680 | 216,394 | 64,595 | 84,626
| Depreciation |  |  |  |  |
| At 1 January 2024 | 641,938 | 1,079,763 | 184,170 | 62,435 | 75,867
| Charge for the year | - | 45,749 | 27,622 | 1,247 | 5,842
| At 31 December 2024 | 641,938 | 1,125,512 | 211,792 | 63,682 | 81,709
| Net book value |  |  |  |  |
| At 31 December 2024 | - | 150,168 | 4,602 | 913 | 2,917
| At 31 December 2023 | - | 258,862 | 32,224 | 2,160 | 8,759
Page 7
EMBERION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 9.Tangible fixed assets (continued)
|  | Total
|  | £
| Cost or valuation |
| At 1 January 2024 | 2,346,178
| Disposals | (62,945)
| At 31 December 2024 | 2,283,233
| Depreciation |
| At 1 January 2024 | 2,044,173
| Charge for the year | 80,460
| At 31 December 2024 | 2,124,633
| Net book value |
| At 31 December 2024 | 158,600
| At 31 December 2023 | 302,005
10. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 557 | 300,000
| Prepayments and accrued income | 72,345 | 64,469
| Other debtors | 12,142 | -
| Tax recoverable | 154,323 | 127,436
|  | 239,367 | 491,905
Page 8
EMBERION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank | 25,125 | 116,002
|  | 25,125 | 116,002
12. | Creditors: amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 184,200 | 112,871
| Other taxation and social security | 25,063 | 53,950
| Other creditors | - | 12,944
| Accruals and deferred income | 14,492 | 3,210
|  | 223,755 | 182,975
13. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 6,560,110 | 6,030,110
|  | 6,560,110 | 6,030,110
14. | Deferred taxation
|  | 2024 | 2023
|  | £ | £
| At beginning of year | (49,736) | (64,382)
| Charged to the profit or loss | 18,335 | 14,646
| At end of year | (31,401) | (49,736)
Page 9
EMBERION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 14.Deferred taxation (continued)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Deferred tax | (31,401) | (49,736)
|  | (31,401) | (49,736)
15. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 136,320 | 87,500
| Later than 1 year and not later than 5 years | 90,880 | -
|  | 227,200 | 87,500
16. | Related party transactions
| Emberion OY is a Company incorporated in Finland and is a related party due to common control. During the year Emberion Limited received a loan of £530,000 (2023: £1,110,000) from Emberion OY and repaid £Nil (2023: £101,000) of the loan in the year. Emberion Ltd invoiced Emberion OY for services totalling £17,095 and receved payment of £17,095 (2023: £Nil). As at the year end Emberion Ltd owed £6,560,110 (2023: £6,030,110) to Emberion OY.
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