REGISTERED NUMBER: 09111674 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

AGLARIS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Dr M Costa Ferrando

Dr D Horna Tomas

A J Santos Iglesias

Bio Cell Global Investments S.L.

J A Castillo Gonzalez

J Velasco

3-Gutinver S.L.

SECRETARY:

Dr M Costa Ferrando

REGISTERED OFFICE:

167-169 Great Portland Street

Great Portland Street, 5th Floor

London

W1W 5PF

REGISTERED NUMBER:

09111674 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Intangible assets

4

4,935,580

4,842,989

Tangible assets

5

2,461

2,574

Investments

6

766,582

766,582

5,704,623

5,612,145

CURRENT ASSETS

Stocks

2,377

11,807

Debtors

7

445,138

329,398

Cash at bank

479,669

1,802

927,184

343,007

CREDITORS

Amounts falling due within one year

8

334,917

975,591

NET CURRENT ASSETS/(LIABILITIES)

592,267

(632,584

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,296,890

4,979,561

CREDITORS

Amounts falling due after more than one year

9

932,231

1,419,722

NET ASSETS

5,364,659

3,559,839

CAPITAL AND RESERVES

Called up share capital

11

50,133

42,576

Share premium

12

6,985,530

4,870,814

Other reserves

12

171,242

197,156

Retained earnings

12

(1,842,246

)

(1,550,707

)

SHAREHOLDERS' FUNDS

5,364,659

3,559,839

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

Dr D Horna Tomas - Director

1.	STATUTORY INFORMATION

Aglaris Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company was awarded a large contract in 2023 and the final funds relating to this project are expected to be received towards the end of 2025. In addition, the company has secured some additional funding since the balance sheet date. However, a condition of receiving part of this funding is that another third party commits to provide additional funding as well. The company is in discussions to secure this additional funding and is also in discussions with various potential customers in respect of additional projects over the next 12 months.

At the date of signing these financial statements, there is uncertainty as to whether additional funding or projects may be received.

However, the directors believe that they are likely to be able to raise the additional funding required and therefore are of the opinion that the going concern basis is appropriate.

Preparation of consolidated financial statements

The financial statements contain information about Aglaris Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

With regard to the accounting policies adopted by the company, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily available from other sources. Such estimates are based on historical experience and other relevant factors and may differ from actual results. All estimates, and associated underlying assumptions, are reviewed on an ongoing basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sale taxes. Turnover is recognised on completion of the service.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs once complete will be amortised evenly over their estimated useful life of 5 years. Development costs are not yet complete.

Patent costs are recognised at cost and once their application has been accepted they will be amortised evenly over their estimated useful life of 5 years.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses.

Depreciation is provided at the following annual rates to write off each asset over its estimated useful life.

Fixtures and fittings

- 10% on cost

IT & computer equipment

- 25% on cost

Laboratory equipment

- 25% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

The company recognises Research and Development Tax Credits with HMRC on the receipts basis.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

Basic Financial Instruments as covered by Section 11 of FRS 102 are measured at amortised cost. Financial instruments as covered by Section 12 of FRS102 relating to convertible loans are shown in other reserves.

Grants

Grants are recognised within other income when there are no unfulfilled conditions or contingencies attached to the grant.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 5 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

4,843,035

Additions

94,256

At 31 December 2024

4,937,291

AMORTISATION

At 1 January 2024

46

Charge for year

1,665

At 31 December 2024

1,711

NET BOOK VALUE

At 31 December 2024

4,935,580

At 31 December 2023

4,842,989

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

26,335

Additions

1,666

At 31 December 2024

28,001

DEPRECIATION

At 1 January 2024

23,761

Charge for year

1,779

At 31 December 2024

25,540

NET BOOK VALUE

At 31 December 2024

2,461

At 31 December 2023

2,574

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

766,582

NET BOOK VALUE

At 31 December 2024

766,582

At 31 December 2023

766,582

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Aglaris Cell SL

Registered office: Spain

Nature of business: Research And Experimental Development

%

Class of shares:

holding

Ordinary

100.00

31.12.24

31.12.23

£

£

Aggregate capital and reserves

740,385

269,157

Profit/(loss) for the year

237,595

(78,944

)

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed by group undertakings

439,571

327,257

Other debtors

5,567

2,141

445,138

329,398

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

1,759

242,367

Other creditors & accruals

333,158

733,224

334,917

975,591

There is £nil (2023: £8,515) due to the directors included in other creditors.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Other creditors

932,231

1,419,722

10.	SECURED DEBTS

The following secured debts are included within creditors:

31.12.24

31.12.23

£

£

Innovate UK Loan

837,882

814,907

The loan is secured by a fixed charge over freehold and leasehold property, rents receivable from any lease granted out, fixed assets, licenses, policies of insurance, goodwill, stocks, shares, loan capital, securities, investments, all intellectual property, uncalled capital (present and future), all agreement instruments and rights relating to the charged assets and a first floating charge all the undertaking and all property, assets and rights of the present and future not effectively mortgaged, charged or assigned. The principal of the loan was supposed to start to be repaid quarterly from October 2024. Aglaris have been granted payment deferrals of two quarters until July 25. All the loan will be repayable on January 2027.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

19,631

Ordinary

£1

19,631

19,631

30,502

Series A

£1

30,502

22,945

50,133

42,576

12.

RESERVES

The other reserves relates to the equity proportion of convertible loans.

13.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Emma Crowley (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"Material uncertainty related to going concern

We draw attention to Note 2 in the financial statements, which indicates the company requires additional funding and/or new projects to continue as a going concern. There is uncertainty as to whether this will be received.

This indicates that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report."

We would also like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed."

14.	CONTINGENT LIABILITIES

Aglaris Limited offers an incentive scheme to 2 (2023: 2) ex employees and 1 (2023: 1) non-executive director. Under the terms of the scheme, upon the sale of all or more than 50% of the current shares in the company, where net proceeds exceed 5 million Euros, these ex employees will receive a payment equivalent to the increase in value of 140 (2023: 140) shares in the company at that date. The non-executive director will receive a payment equivalent to the increase in value of 117 (2023:117) shares. No end date has been provided for in the agreement.

15.	ULTIMATE CONTROLLING PARTY

In the opinion of the Directors there is no ultimate controlling party.