Company No: SC377695 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	3	21,101		26,657
Tangible assets	4	566		755
Investments	5	152,851		152,851
		174,518		180,263
Current assets
Debtors	6	913		358
Cash at bank and in hand		158		2,439
		1,071		2,797
Creditors: amounts falling due within one year	7	( 52,073)		( 41,791)
Net current liabilities		(51,002)		(38,994)
Total assets less current liabilities		123,516		141,269
Creditors: amounts falling due after more than one year	8	( 214,811)		( 214,811)
Net liabilities		( 91,295)		( 73,542)
Capital and reserves
Called-up share capital	9	28		28
Share premium account		1,165,926		1,165,926
Profit and loss account		( 1,257,249 )		( 1,239,496 )
Total shareholders' deficit		( 91,295)		( 73,542)

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 Destina Genomics Ltd (registered number: SC377695) were approved and authorised for issue by the Board of Directors on 29 September 2025. They were signed on its behalf by:

Dr J Diaz-Mochon 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

Destina Genomics Ltd (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 7-11 Melville Street, Edinburgh, EH3 7PE, United Kingdom.

The financial statements have been prepared under the historical cost convention, 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

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its obligations for a period of at least 12 months from the date of approving these financial statements. The company will continue to receive support from the trading subsidiary where necessary. Thus, the directors continue to adopt the going concern basis of accounting 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. 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 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 receivable for goods and services provided from funding recent research challenges through developing technology to assist with molecular diagnosis, and is shown net of VAT and other sales related taxes.

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. Deferred tax assets and liabilities are not discounted.

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:

Other intangible assets

18 years straight line

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

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, at rates calculated to write off the cost or valuation, of each asset on a reducing balance basis over its expected useful life, as follows:

Plant and machinery etc.

25 % reducing balance

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.

Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entitles 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.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

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.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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.

Compound Instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	3		4

3. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2024	100,000		100,000
At 31 December 2024	100,000		100,000
Accumulated amortisation
At 01 January 2024	73,343		73,343
Charge for the financial year	5,556		5,556
At 31 December 2024	78,899		78,899
Net book value
At 31 December 2024	21,101		21,101
At 31 December 2023	26,657		26,657

4. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost/Valuation
At 01 January 2024	18,375		18,375
At 31 December 2024	18,375		18,375
Accumulated depreciation
At 01 January 2024	17,620		17,620
Charge for the financial year	189		189
At 31 December 2024	17,809		17,809
Net book value
At 31 December 2024	566		566
At 31 December 2023	755		755

5. Fixed asset investments

	2024		2023
	£		£
Other investments and loans	152,851		152,851

The company holds a 100% interest in Destina Genomica S.L, a company incorporated in Spain. This investment has been carried at cost.

6. Debtors

	2024		2023
	£		£
Other debtors	913		358

7. Creditors: amounts falling due within one year

	2024		2023
	£		£
Bank loans	8,468		10,140
Other creditors	43,605		31,651
	52,073		41,791

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

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

	2024		2023
	£		£
Bank loans	14,811		14,811
Convertible loan notes	200,000		200,000
	214,811		214,811

In 2019 the company issued 200,000 convertible loan notes. In accordance with accounting standards, a market value adjustment has previously been made to reflect the perceived higher interest rate that would have been charged on a similar loan without a conversion element. These Loan Notes had rights to convert in 2023 and were therefore disclosed within current liabilities in the prior year financial statements. However, the holders of the loan notes have agreed to defer conversion or repayment so the full value is now included in creditors due in more than one year. As the loan note holders have agreed to defer repayment no interest is being accrued.

9. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
27,630 Ordinary shares of £ 0.001 each	28		28

10. Related party transactions

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

	2024		2023
	£		£
Entities over which the entity has control, joint control or significant influence	18,194		17,219

During the reporting period the company engaged in related party transaction with its subsidiary, consisting of sales revenue received from the subsidiary. These transactions were conducted in the ordinary course of business on an arm’s length basis and in accordance with standard commercial terms.

11. Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking - Destina Genomica S.L.
Registered Office - Spain
Class of shares held - Common
% Held Direct - 100%

The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:

Name of undertaking - Destina Genomica S.L.
Capital and Reserves - £934,742
Profit/(Loss) - (£397,466)