Cellular Agriculture Ltd Accounts






Cellular Agriculture Ltd

	Company No. 10131433
		Directors' Report, Unaudited Strategic Report and Unaudited Accounts
		30 April 2025




							Pages

Company Information							2
Directors' Report							3
Strategic Report (Unaudited)							4 to 6
Profit and Loss Account							7
Statement of Comprehensive Income							8
Balance Sheet							9
Statement of Changes in Equity							10
Notes to the Accounts							11 to 20

Directors

I.L. Dunsford
M.J. Ellis
P.G. Graham
P. Mondini		Appointed 4th October 2024
P. Tracey








































Registered Office

Felin Y Glyn
Pontnewydd
Llanelli

SA15 5TL

Accountants

CELLULAR AGRICULTURE LTD
Felin Y Glyn
Pontnewydd
Llanelli

SA15 5TL

The Directors present their report and the accounts for the year ended 30 April 2025.

Principal activities

Cellular Agriculture Ltd. ("the Company") is dedicated to advancing scientific research in the field of bioreactor design. Our primary focus is developing innovative hollow fibre bioreactors that will enable the scaled production of cultivated foods, however our bioreactor design can also be used for the other forms of cell cultivation; plant cell culture, pharmaceuticals, cosmetics and for biodefence applications. Hollow fibre bioreactors, are specialised vessels used to cultivate cells. Final products from our novel hollow fibre bioreactors can be cells or the products cultivated or expressed from cells. The end goal of our technology is to produce scaled hollow fibre bioreactors capable of industrial scale output. Our activities are primarily centred on research and development (R&D), with a commitment to pushing the boundaries of scientific knowledge and technological capabilities.




Directors

The Directors who served at any time during the year were as follows:

I.L. Dunsford
M.J. Ellis
P.G. Graham
P. Mondini			Appointed 4th October 2024
P. Tracey





































































The above report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime as set out in Part 15 of the Companies Act 2006.

Signed on behalf of the board

I.L. Dunsford
Director
01 October 2025

Small Company Exemption
Cellular Agriculture Ltd. ("the Company") qualifies for the small audit exemption and has opted not to have an audit. The Company falls under the Companies House Act 2006 definition of a small company so is not required to provide a Strategic Report under FRS102, however the Directors of the Company have taken the decision to optionally include a strategic report.
The Directors believe the inclusion of the Strategic Report will aid the true and fair presentation of the company's activities during the period. The Directors present their Strategic Report (unaudited) for the year ended 30th April 2025.

Business review (unaudited)
During the reporting period the R&D team completed the designs and plans for our pilot bioprocess, with major orders placed. By the end of April 2025, the Company was well prepared and on track and on budget to build its first pilot plant / pilot bioprocess to be operational from Q1 2026 (outside the reporting period).

The Company is in the pre-revenue stage, with all efforts directed towards the research and development activities needed to produce benchtop, pre-pilot and pilot-scale bioreactors. Significant progress has been made in our attempts to produce a scaled hollow fibre bioreactor solution, evidenced by successful production of a benchtop scale prototype during the previous reporting period, and positive experimental data on the feasibility of the company's pilot plant designs delivered in the current reporting period.

The Company’s future focus is to be an enabling technology provider to the wider biomanufacturing field. We will provide scaled hollow fibre bioreactor solutions to produce; Cultivated Meat, Cultivated Seafood, Cultivated Dairy, Plant Cell Cultures, Pharmaceuticals and Cosmetics. Our next generation bioreactors are designed to enable sustainable, efficient, and scalable production of biological products using a smaller physical and environmental footprint. Unlike conventional bioreactors, which face limitations in scaling up, our technology champions a modular "scale-out" system that ensures flexibility, cost-efficiency, and reliability at industrial scales.

Employee Perspective
Dr Alice Esperanza (PhD Chemical Engineering, BEng Chemical Engineering) "It's rewarding to work at a company that is so driven by its mission and so determined to deliver the very best version of our unique technology. I have loved working on the development of our bioreactors and seeing the massive leaps we've made in scale and efficiency over the last year! Every day is different, opportunities for learning are everywhere, and the people are the ultimate combination of kind, clever, and creative."

Dr Eleonora Vriend (PhD Materials Science, MSc Natural Sciences) “It’s exciting being part of a company with such ambitious goals and aiming to make a real impact. The constant innovation and opportunities are rewarding and it has been great to see the company’s growth over the past couple of years. Our membrane technology is developing well, showing promise for advancing our capabilities and achieving success.”

Samuel Coles (MSc Tissue Engineering and Regenerative Medicine, BSc Biomedical Science) "It has been great working in an agile, multi-disciplinary company where I have been able to develop a great range of skills. Adapting to the needs of the industry, I have been able to work on a wide variety of analytical methods. I have seen significant progression in both cell characterisation and media development which has been a real win in reaching pilot scale successfully."

Strategy and Objectives
The Company's strategy is to establish itself as a leading provider of bioreactor technologies through:

Cutting-Edge Research: Investing in state-of-the-art research facilities and collaborations with leading academic institutions.
Intellectual Property: Building a robust portfolio of patents to protect our technological advancements and secure competitive advantage.
Regulatory Milestones: Navigating the regulatory landscape to ensure compliance and facilitate the transition from research to prototype products.
Strategic Partnerships: Forming alliances with large scale food manufacturing partners, large scale pharmaceutical partners, research organisations as potential end users, and investors to accelerate scaling and commercialization efforts.

Financial Performance (Unaudited)
The Company's major source's of funding include: investors capital, non dilutive grants and non dilutive tax rebates, to finance its operations.
Cash In Sources
During the year ended 30th April 2025, the company collected cash in:
- Loan investment - £2,100k (Repaid in full during the period).
- Equity investment (October 2024) - £4,000k.
- Convertible loan investment (January 2025 to April 2025) - £1,521k.
- Non Dilutive Grants - £455k.
- Non Dilutive RDEC UK Corporation Tax rebate collected £233k, in February 2025, from the year end April 2024 tax return.
- Non Dilutive RDEC UK corporation tax rebate secured £345k, from year end April 2025 tax return , to be collected in the year end April 2026.

Cash Runway
At the 30th April 2025 the company had secured £15,844k of additional funding for its research and development. Based on management’s most up to date cashflow forecasts, at the report signing date the company’s, sources of cash in, are sufficient for the company to make good on the cash payments due as part of its planned operations for at least the 12 months post the end of the report signing date.

Key Performance Indicators, KPIs (Unaudited)
During the reporting period, to monitor the Company's progress and performance, the following KPIs are utilized:
R&D Expenditure (COS in profit and loss): £2,181k was spent in the period
R&D Capital Expenditure ( P+M additions note 4): £1,121k was spent in the period.
Patents Published: 1 patent was published in the year ended 30th April 2025, and since its incorporation the company has published a total of 3 patents.
Cash runway (going concern assessment): As at the date of this reports publication, the remaining secured investment and the Company’s forecast cash spend, show substantial runway to cover the next 12 months and beyond.

Principal Risks and Uncertainties
The biotechnology sector is inherently associated with a high degree of risk and uncertainty. The principal risks facing the Company include:
Funding Risk: Dependence on external funding to sustain operations and R&D activities.
Technical Risk: Uncertainty in the successful development and commercialization of our bioreactor technologies
Intellectual Property Risk: Potential challenges in securing and defending patents.
Regulatory Risk: Potential delays in regulatory approvals which could impact commercialisation timelines, and timelines on our first product sales.

The Company has implemented robust risk management procedures to mitigate these risks, the Company maintains strong relationships with our investors, employs world class engineers and scientists to develop our technology, has secured comprehensive patent protection, and ensures senior leadership are up to date with regulatory developments.

Future Outlook
Cellular Agriculture Ltd remains optimistic about the future, with several promising projects in the pipeline. The focus for the next reporting period will be on delivering a successful pilot scale bioprocess and enhancing our patent portfolio.

Signed on behalf of the board

I.L. Dunsford
Director
01 October 2025

for the year ended 30 April 2025

	2025	2024
	£	£
Turnover	72,683	36,388

Cost of Sales	(2,181,266)	(1,003,793)

Gross loss	(2,108,583)	(967,405)

Distribution costs and selling expenses	(250,897)	(45,300)

Administrative expenses	(1,950,794)	(1,400,511)

Other operating income	881,397	392,026

Operating loss	(3,428,877)	(2,021,190)



Other interest receivable	47,446	7,019



Interest payable and similar charges	(120,184)	(29,461)



Loss on ordinary activities before taxation	(3,501,615)	(2,043,632)

Taxation	-	-

Loss for the financial year after taxation	(3,501,615)	(2,043,632)

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 April 2025

	2025	2024

	£	£
Loss for the financial year after taxation	(3,501,615)	(2,043,632)







Total comprehensive income for the period	(3,501,615)	(2,043,632)

at	30 April 2025

Company No.		10131433	Notes	2025		2024
				£		£
Fixed assets
	Right of use assets		4	781,641		370,364

	Tangible assets		4	4,227,133		3,647,067


				5,008,774		4,017,431
Current assets

	Debtors		5	929,481		902,319

	Cash at bank and in hand			2,086,383		1,481,393
				3,015,864		2,383,712
Creditors: Amount falling due within one year			6	(570,219)		(1,491,666)
Net current assets					2,445,645		892,046

Total assets less current liabilities				7,454,419		4,909,477
Creditors: Amounts falling due after more than one year			7	(2,365,783)		(319,233)



Net assets				5,088,636		4,590,244

Capital and reserves
	Called up share capital		8	5		4
	Share premium account		9	11,554,737		7,554,731


	Share based payment reserve		9	7,191		7,191
	Profit and loss account		9	(6,473,297)		(2,971,682)

Total equity				5,088,636		4,590,244



These accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime of the Companies Act 2006.

For the year ended 30 April 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit 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 accounts.



Approved by the board on 01 October 2025 and signed on its behalf by:
I.L. Dunsford
Director
01 October 2025

for the year ended 30 April 2025

		Share Capital	Share Premium	Other Reserves	Retained earnings	Total equity
		£	£		£	£
	At 1 May 2023	3	3,180,995	-	(928,050)	2,252,948
	Shares issued during the period	1	4,373,736			4,373,737



	Loss for the period				(2,043,632)	(2,043,632)







	At 30 April 2024 and 1 May 2024	4	7,554,731	7,191	(2,971,682)	4,590,244
	Shares issued during the period	1	4,000,006			4,000,007



	Loss for the period				(3,501,615)	(3,501,615)


	At 30 April 2025	5	11,554,737	7,191	(6,473,297)	5,088,636

for the year ended 30 April 2025

General information

Cellular Agriculture Ltd is a private company limited by shares and incorporated in England and Wales.

Its registered number is: 10131433

Its registered office is:

Its trading address is:

Felin Y Glyn

Unit 4 Corsham Science Park

Pontnewydd

Park Lane

Llanelli

Corsham

SA15 5TL

SN13 9FU

The accounts have been prepared in accordance with FRS 102 Section 1A - The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

Going concern

The company is a pre revenue start up, with its principal activity being research and development, its ability to continue as a going concern is dependent on securing funding for its business activities from investors.

As at 30th April 2025, the company had a contingent asset relating to an investment agreement under which it is entitled to receive funding £15,844,847.91 as the remaining total.

Using the current cash position at the report signing date, combined with the remaining funding (mentioned above) set against the companies cash spend forecasts, the company has sufficient runway to cover beyond the going concern period, defined as 12 months from the day the report is signed.

The Company Directors are satisfied that the Company has sufficient financial resources to meet its obligations as they fall due and to continue its operations for at least 12 months from the approval date of these financial statements.

During the period the senior leadership team have been engaging in fundraising activities to attract new potential investors, as part of preparations for significant series B funding, to scale its technology and accelerate the company towards licensing revenues.

On review of the above information, the Directors therefore continue to adopt the going concern basis in preparing the annual financial statements.

Accounting policies

Income

Turnover
Turnover is measured at the fair value of the consideration received or receivable. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Revenue from the sale of goods is recognised when all the following conditions are satisfied:
• the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
• the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
• the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the Company; and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Specifically, revenue from the sale of goods is recognised when goods are delivered and legal title is passed.

Resale of laboratory assets /equipment is recognised in turnover , based on the date of the sales invoice issued to the buyer.

Other operating income
Grant income is recognised in other operating income, under the cash basis. The date that grant cash is received, it is immediately recognised in other income.

UK Corporation Tax RDEC income is recognised in other operating income, under the accrual basis. The RDEC income is recorded in the same period for which the UK tax return relates, with a corresponding receivable entry in other debtors.

Tangible fixed assets and depreciation

Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss.

Depreciation is provided at the following annual rates in order to write off the cost or valuation less the estimated residual value of each asset over its estimated useful life:

Leasehold land and buildings

10%% Straight line

Plant and machinery

25%% Straight line

Furniture, fittings and equipment

10%% Straight line

The leasehold building depreciation relates to the right of use asset in relation to the property lease signed by the company. Leasehold building is depreciated over a 10 year useful economic life, this matches the 10 year term of lease agreement. The depreciation charge for the period has been expensed as land and buildings depreciation under administrative expenses.

Research and development costs

Expenditure on research and development is written off in the year it is incurred.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the profit and loss account because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible timing differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Current or deferred tax for the year is recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

In the financial year ended 2025 the company has recognised a deferred tax asset in relation to the RDEC tax credits, which can be offset against future taxable company profits, recognised in other operating income and other debtors.

Trade and other 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.

Trade and other 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.

Foreign currencies

The functional and presentational currency of the company is Sterling. The accounts are rounded to the nearest pound.

Transactions in currencies, other than the functional currency of the Company, are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to the profit and loss account. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated.

Leased assets

Where the company enters into a contract, the company assesses whether the contract is, or contains a lease. A contract is, or contains a lease if the contract coveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At the lease commencement date, the company recognises a right of use asset and a corresponding lease liability on its balance sheet. The lease liability is measured at the present value of its future cashflows discounted by the interest rate implicit in the lease. If that rate cannot be readily determined the company, on a lease by lease basis, will opt to use the lessee's obtainable borrowing rate as the discount rate (as per FRS102 guidance).

Subsequently the company depreciates the right of use asset using the cost model, recognising impairment losses and depreciation in accordance with the economic benefit used up over time i.e the useful life of the asset.

The company increases the lease liability carrying amount to reflect interest on the lease liability and reduces the lease liability for cash payments made.

The company reviews its lease portfolio annually for any changes in term length i.e extension of the lease, opting out of break clauses, or increased payment amounts. A lease modification adjustment is then posted to increase the lease liability and right of use asset, to take account of any material changes to the underlying lease.

Defined contribution 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 expenses when they fall due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

3	Employees
			2025	2024
			Number	Number
		The average monthly number of employees (including directors) during the year was:	25	16

4	Tangible fixed assets
			Plant and machinery	Fixtures, fittings and equipment	Right of use assets (Leases)	Total
			£	£	£	£
		Cost or revaluation
		At 1 May 2024	447,940	3,255,907	957,111	4,660,958
		Additions	1,120,673	15,769	-	1,136,442



		At 30 April 2025	1,568,613	3,271,676	957,111	5,797,400
		Depreciation
		At 1 May 2024	49,714	7,066	33,670	90,450
		Charge for the year	224,015	332,361	141,800	698,176



		At 30 April 2025	273,729	339,427	175,470	788,626
		Net book values
		At 30 April 2025	1,294,883	2,932,249	781,641	5,008,774
		At 30 April 2024	398,226	3,248,841	370,364	4,570,508












		Right of use assets / lease liability (note 7)
		The right of use asset relates to a 10 year property lease for laboratory premises entered into in June 2023.
		The right of use asset is calculated as the present value of future lease payments minus accumulated depreciation. Depreciation occurs on a straight line basis over 10 years.
		As per FRS102 guidance the present value of future lease payments has been calculated using the obtainable borrowing rate, determined as 8.75% ( provided by company bank manager as an indicative rate of borrowing an equivalent some as the lease payment).
		The right of use asset's depreciation charge for the period is included in administrative expenses.

5	Debtors
			2025	2024
			£	£
		Trade debtors	-	2,562



		VAT recoverable	72,029	347,945

		Other debtors - Rent deposit	177,000	177,000
		Other debtors - Deferred tax asset (RDEC)	153,515	72,592
		Other debtors - RDEC tax cash rebate due	344,988	232,583
		Prepayments and accrued income	181,949	69,637
			929,481	902,319

		Amounts included within Other debtors that fall due after more than one year	330,515	177,000

6	Creditors:
		amounts falling due within one year
			2025	2024
			£	£

		Bank loans and overdrafts	778	-


		Trade creditors	266,361	1,352,255

		Taxes and social security	30,647	26,746

		Other creditors	12,041	5,057
		Accruals and deferred income	260,392	107,608
			570,219	1,491,666

7	Creditors:
		amounts falling due after more than one year
		The material increase in other loan balance in 2025, is related to the convertible loan amount drawn down at April 2025, that will convert to equity in August 2026.
			2025	2024
			£	£
		Lease liability	844,994	319,233


		Other loans - convertible loan	1,520,789	-





			2,365,783	319,233

		Lease liability
		Interest charge on the lease liability	120,184	29,461
		Payments on the lease liability	147,500	147,500

Share Capital

On 4th October 2024, 490,696 A-1 Series shares were issued for £4,000,006.58

9	Reserves
				Share option reserve	Total other reserves
				£	£

		Prior year share based payment charge	-	7,191	7,191



		At 30 April 2024 and 1 May 2024		7,191	7,191
		Current year share based payment charge		-	-



		At 30 April 2025		7,191	7,191



		Share option reserve - there were no share options issued in the financial year ended 30th April 2025.
		Share premium account - includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
		Profit and loss account - includes all current and prior period retained profits and losses.

Contingent Assets/Liabilities

As at 30th April 2025, there was a legally agreed £15,843,847.91 contingent investment , based on the company achieving R&D milestone targets, of which none had been received as cash during the reporting period. Due to the future inflow of economic benefits from this investment being considered probable but not virtually certain at the balance sheet date. The amount has not been recognized as equity in the financial statements, no cash has been received in the related period, instead the material amount is disclosed here as a contingent asset.

Related party disclosures

Transactions with related parties

List of transactions with related parties made under market conditions

1. G.J.M. Holding SARL (G.J.M. Holding SARL is a major company share holder)
- £4,000,006.60 in equity investment received.

2.Hilton Foods Limited (Subsidiary of Hilton Foods PLC, who is a major company share holder)
- £2,100,008.34 drawn as a loan.
- £2,100,008.34 spent to repay a loan in full.
- £146,422.89 spent on total corporate services provided by Hilton Foods Limited. Including but not limited to: accounting function (up to August 2024), payroll services , HR services and secondment of Cellular Agriculture Ltd Operations Director.

3.Hilton Foods UK Limited (Subsidiary of Hilton Foods PLC, who is a major company share holder)
- £21,743.31, spent on service recharges for technology information services including company mobile phone data plans and minutes, office internet, and other IT related services.

4. Sphere Design Limited (Joint venture of Hilton Foods PLC, who is a major company share holder)
- £23,078.29 spent on building design and architecture services.

5. Alternative Protein Association (Related party due to a company director)
- £1,000.00 spent relating to membership of association, for the purposes of access to critical industry information.

6. Carmarthenshire County Council (Related party due to a company directors relative)
- Trivial expenses £1.50