Company registration number 09087514 (England and Wales)
BIORELATE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
BIORELATE LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
BIORELATE LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
3
33,110
38,049
Current assets
Debtors
4
1,470,164
1,481,674
Cash at bank and in hand
2,051,919
2,408,476
3,522,083
3,890,150
Creditors: amounts falling due within one year
5
(1,506,482)
(1,810,061)
Net current assets
2,015,601
2,080,089
Total assets less current liabilities
2,048,711
2,118,138
Creditors: amounts falling due after more than one year
6
(25,481)
(30,985)
Net assets
2,023,230
2,087,153
Capital and reserves
Called up share capital
8
4
4
Share premium account
9
11,278,522
8,375,669
Profit and loss reserves
(9,255,296)
(6,288,520)
Total equity
2,023,230
2,087,153

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 1 December 2025 and are signed on its behalf by:
D Jamieson
Director
Company registration number 09087514 (England and Wales)
BIORELATE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
4
8,365,164
(3,430,306)
4,934,862
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
-
(2,863,759)
(2,863,759)
Issue of share capital
8
-
0
10,505
-
10,505
Credit to equity for equity settled share-based payments
7
-
-
5,545
5,545
Balance at 31 March 2024
4
8,375,669
(6,288,520)
2,087,153
Year ended 31 March 2025:
Loss and total comprehensive income for the year
-
-
(2,973,907)
(2,973,907)
Issue of share capital
8
-
0
2,902,853
-
2,902,853
Credit to equity for equity settled share-based payments
7
-
-
7,131
7,131
Balance at 31 March 2025
4
11,278,522
(9,255,296)
2,023,230
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
1
Accounting policies
Company information

Biorelate Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 9, Williams House, Lloyd Street North, Manchester Science Park, Manchester, M15 6SE.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Management has prepared detailed financial projections, including profit and loss, balance sheet, and cash flow forecasts, including sensitised scenarios reflecting potential risks.true The assumptions underpinning these projections have been scrutinised by management and the Board of Directors to ensure their robustness.

These projections reflect the impact on cash flows should key targets not be met or if significant future changes occur, with consideration given to the likelihood of continued demand from key customers.

In all reasonable scenarios, management believes the Company will maintain sufficient cash reserves to operate as a going concern for at least 12 months from the balance sheet date.

Should additional funding be necessary, current investors have expressed strong commitment to support the business and participate in future funding rounds.

Based on this comprehensive review, management is confident the Company will continue as a going concern and has prepared the financial statements accordingly.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for 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.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

1.4
Research and development expenditure

Research and development expenditure is written off against profits in the year in which it is incurred.

1.5
Tangible fixed assets

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

BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
25% straight line

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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 5 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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 liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts 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.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable 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.

1.9
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.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 6 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

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

1.13
Retirement benefits

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

1.14
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

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 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.

BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 7 -
1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on 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 lease s asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
39
33
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2024
65,903
Additions
12,668
Disposals
(8,331)
At 31 March 2025
70,240
Depreciation and impairment
At 1 April 2024
27,854
Depreciation charged in the year
15,687
Eliminated in respect of disposals
(6,411)
At 31 March 2025
37,130
Carrying amount
At 31 March 2025
33,110
At 31 March 2024
38,049
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
4
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
808,634
668,994
Other debtors
661,530
812,680
1,470,164
1,481,674
5
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
5,505
5,369
Trade creditors
126,283
123,307
Taxation and social security
114,388
101,883
Other creditors
1,260,306
1,579,502
1,506,482
1,810,061
6
Creditors: amounts falling due after more than one year
2025
2024
£
£
Bank loans and overdrafts
25,481
30,985
7
Share-based payment transactions
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 April 2024
1,539
1,710
0.25
0.25
Granted
2,806
-
0
2.38
-
0
Forfeited
(445)
0
(171)
0
0.78
0.25
Outstanding at 31 March 2025
3,900
1,539
1.64
0.25
Exercisable at 31 March 2025
3,900
1,539
1.64
0.25

The options outstanding at 31 March 2025 had an exercise price of £1.64.

BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.0001p each
1,000,000
1,000,000
1
1
A1 Ordinary shares and A2 Ordinary shares of 0.0001p each
1,235,357
1,233,955
1
1
Preferred ordinary shares of 0.0001p each
2,403,396
1,843,677
2
2
H Ordinary shares of 0.0001p each
34,000
34,000
-
0
-
0
4,672,753
4,111,632
4
4

During the year 561,121 Ordinary shares were issued at a premium. The par value each share was 0.000001p with a premium of £5.40 per share.

9
Share premium account

The share premium account represents the difference in value between shares issued at cost and share par value.

10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Senior Statutory Auditor:
Thomas Hornbuckle BA(Hons) FCA
Statutory Auditor:
Afford Bond Holdings Limited
Date of audit report:
3 December 2025
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
11
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
Total commitments
20,167
-
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