Company No: 06048995 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	31.12.2024		31.12.2023
		£		£
Fixed assets
Tangible assets	5	246,819		413,474
Investments	6	102		102
		246,921		413,576
Current assets
Stocks	7	2,139,421		1,453,923
Debtors	8	1,522,484		2,284,923
Cash at bank and in hand	9	2,631,768		694,111
		6,293,673		4,432,957
Creditors: amounts falling due within one year	10	( 309,663)		( 182,936)
Net current assets		5,984,010		4,250,021
Total assets less current liabilities		6,230,931		4,663,597
Creditors: amounts falling due after more than one year	11	( 4,167)		( 14,167)
Provision for liabilities	12, 13	0		( 26,000)
Net assets		6,226,764		4,623,430
Capital and reserves
Called-up share capital	14	640		465
Share premium account		21,562,547		17,788,561
Profit and loss account		( 15,336,423 )		( 13,165,596 )
Total shareholders' funds		6,226,764		4,623,430

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 Statement of Income and Retained Earnings has not been delivered.

The financial statements of Advetec Holdings Limited (registered number: 06048995) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

Lee David Knott Director

23 September 2025

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

Advetec Holdings 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 23, Dunkirk Business Park Frome Road, Southwick, Trowbridge, BA14 9NL, 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 Statement of Financial Position 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.

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 Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

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.

Employee benefits

Short term benefits
The costs of short-term employee benefits are recognised as a liability and an expense.

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

Termination benefits are recognised as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Share-based payment

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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 Statement of Financial Position 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. 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.

Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development
expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be
demonstrated.

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:

Plant and machinery etc.

4 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
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or losson a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Amounts due from lessees under finance leases are recognised as receivables at the amount of the company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the company’s net investment outstanding in respect of leases.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Fixed asset investments

Interests 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 the income statement.

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

The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings/Statement of Comprehensive Income.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3. Employees

	31.12.2024		31.12.2023
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	13		17

4. Share-based payments

Equity-settled share-based payment schemes

The company has granted options to employees and officers to subscribe for ordinary shares in the company. A summary of the principal terms and conditions of all options that existed during the year is as follows:

Details of the share options outstanding during the financial year are as follows:

	31.12.2024			31.12.2023
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	708,327	0.5720		300,020	1.3080
Granted during the period	0	0		281,267	0.0001
Expired during the period	0	0		127,040	1.0430
Outstanding at the end of the period	708,327	0.5720		708,327	0.5720
Exercisable at the end of the period	0	0		0	0

The principal condition of the options issued in 2017 under the company's Enterprise Management Incentive Scheme (EMI) are that these vest over a period of three years and lapse ten years after grant. At the date of grant, the directors were of the opinion that the fair value of these options was negligible. At the balance sheet date, 22,980 (2023 - 22,980) of the options issued remained outstanding.

The principal condition of the options issued in 2018 and 2019 are that these are only exercisable in the event of a sale of a majority stake in the company or a listing on a recognised investment exchange. The options lapse if the option holder is no longer in employment with the company. At the balance sheet date, the directors did not anticipate the sale of a majority stake in the company. At the balance sheet date 150,000 (2023 - 150,000) of the options issued remained outstanding, of which 45,000 (2023 – 45,000) were issued under the company’s EMI Scheme.

The principal conditions of 75,511 of the options issued in 2023 are that these vest immediately and lapse ten years after grant. The remainder of the options (205,756) issued in 2023 vest over a period of 2 years and lapse ten years after grant. At the date of grant, the directors were of the opinion that the fair value of these options was negligible. At the balance sheet date, 281,267 (2023 – 281,267) of the options remained outstanding, of which 138,328 were issued under the company’s EMI Scheme.

Accordingly, there is no statement of income share-based payment charge in respect of the above options.

5. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2024	761,808		761,808
Additions	10,762		10,762
At 31 December 2024	772,570		772,570
Accumulated depreciation
At 01 January 2024	348,334		348,334
Charge for the financial year	177,417		177,417
At 31 December 2024	525,751		525,751
Net book value
At 31 December 2024	246,819		246,819
At 31 December 2023	413,474		413,474

6. Fixed asset investments

Investments in subsidiaries

	31.12.2024
	£
Cost
At 01 January 2024	102
At 31 December 2024	102
Carrying value at 31 December 2024	102
Carrying value at 31 December 2023	102

7. Stocks

	31.12.2024		31.12.2023
	£		£
Stocks	49,867		130,596
Work in progress	2,089,554		1,323,327
	2,139,421		1,453,923

8. Debtors

	31.12.2024		31.12.2023
	£		£
Trade debtors	23,100		11,210
Amounts owed by group undertakings	511,971		1,151,034
Prepayments	36,316		43,681
VAT recoverable	91,864		41,537
Other taxation and social security	44,435		221,730
Other debtors	814,798		815,731
	1,522,484		2,284,923

9. Cash and cash equivalents

	31.12.2024		31.12.2023
	£		£
Cash at bank and in hand	2,631,768		694,111

10. Creditors: amounts falling due within one year

	31.12.2024		31.12.2023
	£		£
Bank loans	10,000		10,000
Trade creditors	91,212		61,419
Other taxation and social security	23,339		39,213
Other creditors	185,112		72,304
	309,663		182,936

11. Creditors: amounts falling due after more than one year

	31.12.2024		31.12.2023
	£		£
Bank loans	4,167		14,167

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

12. Provision for liabilities

	31.12.2024		31.12.2023
	£		£
Deferred tax	0		26,000

13. Deferred tax

	31.12.2024		31.12.2023
	£		£
At the beginning of financial year	( 26,000)		( 50,000)
Credited to the Statement of Income and Retained Earnings	26,000		24,000
At the end of financial year	0		( 26,000)

14. Called-up share capital

	31.12.2024		31.12.2023
	£		£
Allotted, called-up and fully-paid
6,399,374 Ordinary shares of £ 0.0001 each (31.12.2023: 4,643,950 shares of £ 0.0001 each)	640		464

15. Financial commitments

Commitments

	31.12.2024		31.12.2023
	£		£
Total future minimum lease payments under non-cancellable operating lease	37,536		47,682