SOLARIS BIOLABS LTD

Company Registration Number:
15812659 (England and Wales)

Unaudited statutory accounts for the year ended 31 May 2025

Period of accounts

Start date: 1 July 2024

End date: 31 May 2025

SOLARIS BIOLABS LTD

Contents of the Financial Statements

for the Period Ended 31 May 2025

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

SOLARIS BIOLABS LTD

Directors' report period ended 31 May 2025

The directors present their report with the financial statements of the company for the period ended 31 May 2025

Principal activities of the company

The company’s principal activity is the research, development and commercialisation of proprietary bioprocess know-how (a “process-patent-in-progress”) and a complementary Digital-Twin simulation platform used to design and optimise production steps. Revenue is generated from fee-for-service process-development projects for third-party clients and from licensing access to the simulation environment. The company’s work underpins efficient, climate-aligned manufacture of bio-based ingredients. There were no material changes in the nature of these activities during the year.

Political and charitable donations

The company made no political donations and no charitable donations during the financial year.

Company policy on disabled employees

The company is an equal-opportunities employer. Our policy is to comply with the Equality Act 2010 and to ensure disabled people are not treated less favourably in recruitment, terms, training, promotion or dismissal. We actively encourage applications from disabled candidates and will make reasonable adjustments to selection processes and to the workplace (e.g., assistive technologies, adapted duties/hours, accessible workstations and facilities). Where an employee becomes disabled during employment, we will make every reasonable effort to retain them, including rehabilitation, redeployment, role redesign and targeted training. All managers receive guidance on inclusive management and reasonable adjustments; health and safety assessments incorporate accessibility needs. We review our policies annually, consult affected employees, and monitor outcomes to improve accessibility and inclusion.



Directors

The director shown below has held office during the whole of the period from
1 July 2024 to 31 May 2025

James Caughey

The director shown below has held office during the period of
18 July 2024 to 6 November 2024

Anders Af Ericson

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
14 December 2025

And signed on behalf of the board by:
Name: James Caughey
Status: Director

SOLARIS BIOLABS LTD

Profit And Loss Account

for the Period Ended 31 May 2025

11 months to 31 May 2025


£
Turnover: 228,650
Cost of sales: ( 44,380 )
Gross profit(or loss): 184,270
Distribution costs: ( 29,880 )
Administrative expenses: ( 116,240 )
Other operating income: 68,910
Operating profit(or loss): 107,060
Interest receivable and similar income: 0
Interest payable and similar charges: 0
Profit(or loss) before tax: 107,060
Tax: ( 3,500 )
Profit(or loss) for the financial year: 103,560

SOLARIS BIOLABS LTD

Balance sheet

As at 31 May 2025

Notes 11 months to 31 May 2025


£
Called up share capital not paid: 100
Fixed assets
Intangible assets: 3 1,526,480
Tangible assets:   0
Investments:   0
Total fixed assets: 1,526,480
Current assets
Stocks:   0
Debtors: 4 78,940
Cash at bank and in hand: 121,260
Investments:   0
Total current assets: 200,200
Prepayments and accrued income: 0
Creditors: amounts falling due within one year:   0
Net current assets (liabilities): 200,200
Total assets less current liabilities: 1,726,780
Creditors: amounts falling due after more than one year:   0
Provision for liabilities: 0
Accruals and deferred income: 0
Total net assets (liabilities): 1,726,780
Capital and reserves
Called up share capital: 100
Share premium account: 1,623,120
Other reserves: 0
Profit and loss account: 103,560
Total Shareholders' funds: 1,726,780

The notes form part of these financial statements

SOLARIS BIOLABS LTD

Balance sheet statements

For the year ending 31 May 2025 the company was entitled to exemption 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 Act with respect to accounting records and the preparation of accounts.

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

This report was approved by the board of directors on 14 December 2025
and signed on behalf of the board by:

Name: James Caughey
Status: Director

The notes form part of these financial statements

SOLARIS BIOLABS LTD

Notes to the Financial Statements

for the Period Ended 31 May 2025

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 101

    Turnover policy

    Revenue is recognised in accordance with IFRS 15. Process-development services are recognised over time (percentage-of-completion based on milestones or costs incurred) when performance creates/enhances customer-controlled assets; otherwise at completion on delivery/acceptance. Digital-Twin licence income is recognised straight-line over the licence term. Consideration is measured at the fair value of the transaction price, net of VAT and rebates; variable consideration is included only when highly probable that no significant reversal will occur. There is no significant financing component. Contract assets/liabilities are recorded where timing of billings differs from revenue recognition.

    Tangible fixed assets depreciation policy

    Tangible fixed assets – depreciation policy: Tangible assets are stated at cost less accumulated depreciation and impairment. Depreciation is provided on a straight-line basis over estimated useful lives with no residual values assumed unless otherwise supportable: Leasehold improvements: remaining lease term or 7–10 years (whichever is shorter) Laboratory/analytical equipment: 5–7 years Computer and IT equipment: 3 years Fixtures and fittings: 5 years Depreciation starts when the asset is available for use and stops on derecognition. Useful lives and residual values are reviewed annually.

    Intangible fixed assets amortisation policy

    Intangible fixed assets – amortisation policy: Intangible assets are carried at cost or fair value less accumulated amortisation and impairment. Amortisation is on a straight-line basis from the date the asset is available for use over its estimated useful life: Capitalised development costs: typically 5 years Software (including Digital-Twin): 3–5 years Process know-how (“process-patent-in-progress”): amortised from commercial availability over an assessed life (currently expected 7–10 years) Where an asset is not yet available for use, no amortisation is charged; instead, it is tested annually for impairment. Useful lives and residual values are reviewed each year.

    Valuation information and policy

    Valuation information – accounting policy: The financial statements are prepared under FRS 102 Section 1A. Measurement bases are: Intangible assets: initially at cost or fair value on recognition of non-cash consideration; subsequently at cost less amortisation and impairment. Where fair value is used (e.g., process know-how, Digital-Twin), it is determined using an income approach (probability-weighted DCF) reflecting market-participant assumptions, technical risk and commercialisation timelines. Where reliable observable inputs exist, they are prioritised. Revaluation surpluses are taken to a non-distributable reserve. Tangible fixed assets: cost less accumulated depreciation and impairment. Financial instruments: basic instruments at amortised cost using the effective interest method. Inventories (if any): lower of cost and net realisable value. Impairment: assets are reviewed for indicators of impairment at each reporting date; indefinite-life or not-yet-available-for-use intangibles are tested at least annually. Recoverable amount is the higher of value in use (discounted future cash flows) and fair value less costs to sell. Critical estimates and sensitivity: valuation models disclose key assumptions (growth rates, discount rates, success probabilities, useful lives) and, where material, quantify sensitivities to reasonably possible changes in those inputs.

    Other accounting policies

    In addition to turnover, depreciation, amortisation, and valuation policies, the accounts include: Basis of preparation & going concern: FRS 102 Section 1A; historical cost with specified fair-value modifications; going-concern assessed over greater than or equal to12 months. Research & development: Research expensed as incurred; development capitalised when FRS 102 s.18.8 criteria are met. Government grants / R&D credits: Recognised in profit or loss to match related expenditure (FRS 102 s.24). Leases: Operating lease costs expensed on a straight-line basis over the lease term. Financial instruments: Basic instruments at amortised cost; trade receivables subject to expected-credit-loss review. Cash and cash equivalents: Cash in hand and demand deposits. Taxation: Current tax per enacted rates; deferred tax on temporary differences where probable, measured at expected rates. Foreign currency: Transactions at spot rate; monetary items retranslated at the reporting date; differences to profit or loss. Employee benefits: Short-term benefits expensed as incurred; pensions (if any) accounted for per scheme terms. Judgements & estimates: Key areas include revenue timing, capitalisation of development costs, useful lives, discount rates, and probability weightings for intangible valuations.

SOLARIS BIOLABS LTD

Notes to the Financial Statements

for the Period Ended 31 May 2025

  • 2. Employees

    11 months to 31 May 2025
    Average number of employees during the period 4

SOLARIS BIOLABS LTD

Notes to the Financial Statements

for the Period Ended 31 May 2025

3. Intangible assets

Goodwill Other Total
Cost £ £ £
Additions 0 1,269,140 1,269,140
Disposals 0 0 0
Revaluations 257,340 0 257,340
Transfers 0 0 0
At 31 May 2025 257,340 1,269,140 1,526,480
Amortisation
Charge for year 0 0 0
On disposals 0 0 0
Other adjustments 0 0 0
At 31 May 2025 0 0 0
Net book value
At 31 May 2025 257,340 1,269,140 1,526,480

Notes: “Other” comprises process know-how (process-patent-in-progress), capitalised development expenditure, and the Digital-Twin simulation software. Additions represent initial recognition at cost/fair value for the year (excluding revaluation movements). The revaluation movement (£257,340) agrees to the revaluation reserve in equity.

SOLARIS BIOLABS LTD

Notes to the Financial Statements

for the Period Ended 31 May 2025

4. Debtors

11 months to 31 May 2025
£
Trade debtors 52,360
Prepayments and accrued income 9,780
Other debtors 16,800
Total 78,940
Debtors due after more than one year: 0

Debtors - additional information Composition and measurement: Debtors are measured at amortised cost and comprise trade receivables from fee-for-service projects and Digital-Twin licences, prepayments e.g., software, insurance, accrued income for services delivered but not yet billed, and other debtors, principally VAT recoverable and minor staff advances. Breakdown: 1. Trade debtors: 52,360 2. Prepayments 7,150 and accrued income 2,630 (total 9,780) 3. Other debtors: 16,800 4. Total current debtors: 78,940 5. Debtors after more than one year: 0 Credit terms and ageing of trade receivables: Standard credit terms are 30 days from invoice date. At 31 May 2025, trade receivables were: current 41,888, 1–30 days past due 7,330, 31–60 days past due 3,142, over 60 days £0; total 52,360. Expected credit losses (ECL): Based on customer credit assessments, historical defaults and subsequent cash collections after year-end, the Company assessed ECL as immaterial and recognised no loss allowance at 31 May 2025. Currency and security: All debtors are denominated in GBP. No receivables are pledged as security and none are subject to factoring or similar arrangements. Related parties and concentrations: No amounts are due from directors or related parties. The two largest customers represent approximately 0.75 of trade receivables at the reporting date; all balances are within agreed credit terms. Subsequent events: No adverse post-year-end events affecting recoverability were identified up to the date the financial statements were approved.

SOLARIS BIOLABS LTD

Notes to the Financial Statements

for the Period Ended 31 May 2025

5. Financial Commitments

Financial commitments - note (at 31 May 2025): The company had no material financial commitments outstanding at the reporting date. Specifically: Non-cancellable operating lease commitments (property/equipment): £0 due within one year; £0 due between one and five years; £0 thereafter. Capital commitments contracted but not provided: £0. Purchase obligations and take-or-pay contracts: £0. Guarantees, charges or indemnities given: £0. Contingent liabilities (including litigation and warranties): £0. Management has assessed post-balance-sheet events and is not aware of any commitments arising after year-end that require disclosure.

SOLARIS BIOLABS LTD

Notes to the Financial Statements

for the Period Ended 31 May 2025

6. Off balance sheet arrangements

No material off-balance-sheet arrangements. The company does not have any special purpose vehicles, receivables factoring, vendor financing, guarantees, or other arrangements that are not recognised on the balance sheet. Operational facilities: The company uses a standard, cancellable licence/operating agreement for lab/office space. Payments are expensed to administrative costs as incurred; there is no non-cancellable minimum term at 31 May 2025, so no related commitment is recognised. The arrangement has no material financial impact beyond the period costs already included in the Profit and Loss Account.