ACCOUNTS - Final Accounts

SHARE CAPITAL

SHARES CLASSIFIED AS EQUITY

Registered number: 10134163

SCYMARIS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

SCYMARIS LTD

REGISTERED NUMBER:10134163

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	5		73,765		103,377
Tangible assets	6		2,966,895		2,979,434
			3,040,660		3,082,811
Current assets
Debtors	7	1,371,575		1,589,999
Cash at bank and in hand	8	360,835		610,850
		1,732,410		2,200,849
Creditors: amounts falling due within one year	9	(4,964,575)		(4,562,730)
Net current liabilities			(3,232,165)		(2,361,881)
Total assets less current liabilities			(191,505)		720,930
Creditors: amounts falling due after more than one year	10		(6,730,865)		(5,446,828)

Net liabilities			(6,922,370)		(4,725,898)

Capital and reserves
Called up share capital	11	100	100
Share premium account		20	20
Revaluation reserve		287,000	430,500
Profit and loss account		(7,209,490)	(5,156,518)
		(6,922,370)	(4,725,898)

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 statement of comprehensive income 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:

Stephen Timothy Derrington

Director

Date: 30 September 2025

Page 1

SCYMARIS LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	100	20	501,333	(3,533,292)	(3,031,839)
Comprehensive income for the year
Loss for the year	-	-	-	(1,694,059)	(1,694,059)
Transfer to/from profit and loss account	-	-	(70,833)	70,833	-

At 1 January 2024	100	20	430,500	(5,156,518)	(4,725,898)
Comprehensive income for the year
Loss for the year	-	-	-	(2,196,472)	(2,196,472)
Transfer to/from profit and loss account	-	-	(143,500)	143,500	-
At 31 December 2024	100	20	287,000	(7,209,490)	(6,922,370)

The notes on pages 3 to 12 form part of these financial statements.

Page 2

SCYMARIS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	GENERAL INFORMATION

Scymaris Ltd (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 Brixham Laboratory, Freshwater Quarry, Brixham, TQ5 8BA, United Kingdom. The company number is 10134163.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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 have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. This assessment took account of the fact that a strategic decision was made in 2023 to invest further in the operational capacity (headcount and expansion of laboratory space) of the Company to support its ongoing growth and continued focus on excellent client service. 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.

2.3

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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.

Page 3

SCYMARIS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.4

REVENUE RECOGNITION

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

LEASED ASSETS: 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 Statement of Comprehensive Income 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.

2.6

SALE AND LEASEBACK

Where a sale and leaseback transaction results in a finance lease, no gain is immediately recognised for any excess of sales proceeds over the carrying amount of the asset. Instead, the proceeds are presented as a liability and subsequently measured at amortised cost using the effective interest method.
When a sale and leaseback transaction results in an operating lease, and it is clear that the transition is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used.

Page 4

SCYMARIS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.7

GOVERNMENT GRANTS

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income

2.8

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.10

TAXATION

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.

2.11

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.

The estimated useful lives range as follows:

Computer software

years

2.12

TANGIBLE FIXED ASSETS

Assets costing more than £1,500 are capitalised as tangible fixed assets and are carried at cost, net of deprecation and provision for impairment.

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.

Page 5

SCYMARIS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.12

TANGIBLE FIXED ASSETS (CONTINUED)

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:

Long-term leasehold property	-	15 Year Straight line
Plant and machinery	-	10 Year Straight line
Computer equipment	-	4 Year Straight line

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.

2.13

DEBTORS

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

2.14

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.15

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.16

FINANCIAL INSTRUMENTS

The company only enters into basic financial instrument transactions that result in recognition of financial assets and liabilities and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Page 6

SCYMARIS LTD

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 liabilties as at balance sheet date and the amounts reported for revenues and expenses during the year. However the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Revenue Recognition:
Revenue recognised on studies is taken as the work is carried out if the final outcome can be assessed with reasonable certantity. The revenue included is calcluated on a prudent basis to reflect the proportion of the work carried out at the year end. Progress is determined by study directors determining the number of days a project will take compared to the actual number of days completed at year end. The difference between the revenue recognised and the amount invoiced is the deferred income balance.

EMPLOYEES

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Employees	77	66

Page 7

SCYMARIS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	INTANGIBLE ASSETS

		Computer software
		£
	COST
	At 1 January 2024	141,523
	Additions	1,700
	At 31 December 2024	143,223
	AMORTISATION
	At 1 January 2024	38,146
	Charge for the year on owned assets	31,312
	At 31 December 2024	69,458
	NET BOOK VALUE
	At 31 December 2024	73,765
	At 31 December 2023	103,377

Page 8

SCYMARIS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	TANGIBLE FIXED ASSETS

	Leasehold improvements	Plant and machinery	Computer equipment	Total
	£	£	£	£
COST OR VALUATION
At 1 January 2024	28,971	4,819,589	64,044	4,912,604
Additions	-	524,371	6,591	530,962
Disposals	-	(21,740)	-	(21,740)
At 31 December 2024	28,971	5,322,220	70,635	5,421,826
DEPRECIATION
At 1 January 2024	13,519	1,879,292	40,359	1,933,170
Charge for the year on owned assets	1,932	519,220	10,168	531,320
Disposals	-	(9,559)	-	(9,559)
At 31 December 2024	15,451	2,388,953	50,527	2,454,931
NET BOOK VALUE
At 31 December 2024	13,520	2,933,267	20,108	2,966,895
At 31 December 2023	15,452	2,940,297	23,685	2,979,434

DEBTORS

					2024	2023
					£	£

DUE AFTER MORE THAN ONE YEAR
Other debtors	2,075	2,075
DUE WITHIN ONE YEAR
Trade debtors	576,416	1,032,458
Amounts owed by group undertakings	6,540	6,540
Corporation tax receivable	64,098	57,933
Other debtors	60,015	60,692
Prepayments and accrued income	544,835	363,852
VAT recoverable	117,596	66,449
	1,371,575	1,589,999

Page 9

SCYMARIS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	CASH AND CASH EQUIVALENTS
		2024	2023
		£	£

	Cash at bank and in hand	360,835	610,850

9.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2024	2023
		£	£

Other loans	415,956	10,000
Trade creditors	1,116,214	712,547
Other taxation and social security	95,762	110,430
Obligations under finance lease and hire purchase contracts	466,931	235,983
Other creditors	46,930	113,084
Accruals and deferred income	2,822,782	3,380,686
	4,964,575	4,562,730

10.	CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
		2024	2023
		£	£

Bank loans	4,156	14,160
Other loans	2,707,863	1,902,851
Net obligations under finance leases and hire purchase contracts	827,343	617,335
Other creditors	97,625	112,625
Preference share interest accrual	1,583,463	1,289,442
Debt securities in issue	1,510,415	1,510,415
	6,730,865	5,446,828

Page 10

SCYMARIS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

ALLOTTED, CALLED UP AND FULLY PAID

100 (2022: Nil100) Ordinary Shares shares of £1.00 each	100	100

	2024	2023
	£	£
SHARES CLASSIFIED AS DEBT

ALLOTTED, CALLED UP AND FULLY PAID

1,510,415 (2023:1,510,415) Redeemable preference shares shares of £1.00 each	1,510,415	1,510,415

12.

SHARE-BASED PAYMENTS

During 2023 171,875 options were issued under an approved EMI scheme. At the year ended 31 December 2024, 111,250 options remained valid in the scheme (some options lapsed as a result of employment ceasing). The contractual life of the options is ten years and there is no cash settlement of the options. The options vest only on the condition of an exit event arising, provided the employees remain in service of Scymaris Ltd for a period of at least 12 months immediately prior to that exit event.
During 2023 an additional 31,250 options were issued under an unapproved EMI scheme, all remaining valid at the year ended 31 December 2024. The contractual life of the options is ten years and there is no cash settlement of the options. The options vest only on the condition of an exit event arising, provided the employees remain in service of Scymaris Ltd for a period of at least 12 months immediately prior to that exit event.

Not later than 1 year	739,835	783,896
Later than 1 year and not later than 5 years	333,614	988,929
	1,073,449	1,772,825

Page 11

SCYMARIS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.

RELATED PARTY TRANSACTIONS

Lynxs Holding LP has provided £2.7 million of loan notes to the company. Annual interest on unpaid principal is charged at 3.5% plus BoE base Rate per annum, compounding monthly. Payment of principal and interest shall be due and payable in 2028 with no penalty for early repayment. Lynxs also provided short term loan notes of £0.4 million to the company. Annual interest on unpaid principal is charged at 10%, compounding monthly. Payment of prinicpal and interest shall be due and payable in June 2025.
During the year Lynxs Holdings LP incurred travel expenses for the director Raymond Brimble to visit the site for board meetings. These are incurred by Lynxs Holdings LP and charged to Scymaris Ltd. The costs incurred in the year were £32,795 and the total amount due to Lynxs Holdings LP at the year end is £92,514

15.	POST BALANCE SHEET EVENTS

Subsequent to the year end, on 18 June 2025, Scymaris Group Limited was acquired by Seaside Bidco Limited, which forms part of the Certek Group. Following the acquisition, the Company became part of a newly formed group. As part of the group restructure, existing shareholder loans and preference shares were settled, partly through repayment and partly by waiver from the holders. These transactions are considered non-adjusting post balance sheet events; accordingly, no adjustments have been made to the financial statements in respect of them.

16.	CONTROLLING PARTY

As at 31 December 2024, the Company’s immediate controlling party was Scymaris Group Limited, a private company limited by shares, incorporated and registered in England and Wales under the Companies Act 2006. The Company's ultimate controlling party was Lynxs Holding LP.

17.	AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 30 September 2025 by Mark Munro FCA (Senior statutory auditor) on behalf of Bishop Fleming Audit Limited.

Page 12