REGISTERED NUMBER: 12027814 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2024

for

SYMBIOTEC LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Directors:

P Gilligan

R A Bublik

Registered office:

3rd Floor

86-90 Paul Street

London

EC2A 4NE

Registered number:

12027814 (England and Wales)

Accountants:

Cooper Parry Advisory Limited

Broadwalk House, 5th Floor

5 Appold Street

Broadgate

London

EC2A 2AG

Fixed assets

Intangible assets

4

3,822

4,586

Tangible assets

5

507,452

540,267

511,274

544,853

Current assets

Stocks

343,784

198,841

Debtors

6

1,386,844

1,105,509

Cash at bank

2,817

12,179

1,733,445

1,316,529

Creditors

Amounts falling due within one year

7

9,275,818

7,158,726

Net current liabilities

(7,542,373

)

(5,842,197

)

Total assets less current liabilities

(7,031,099

)

(5,297,344

)

Creditors

Amounts falling due after more than one year

8

-

29,968

Net liabilities

(7,031,099

)

(5,327,312

)

Capital and reserves

Called up share capital

11

1,366

1,366

Share premium

311,525

311,525

Retained earnings

(7,343,990

)

(5,640,203

)

Shareholders' funds

(7,031,099

)

(5,327,312

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Profit and Loss Account has not been delivered.

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

P Gilligan - Director

1.	Statutory information

Symbiotec Ltd 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

At 31 December 2024 the company had net liabilities of £7,031,099 (2023 £5,327,312) and continued to incur trading losses, with a loss for the year of £1,703,787 (2023 £1,650,451). The balance sheet deficit reflects cumulative investment in manufacturing capacity and research and development as the company has developed and scaled a new mycelium based packaging technology.

Turnover increased to £538,802 in 2024 (2023 £523,335). The directors deliberately constrained further sales growth during the year in order to prioritise process stability, cost reduction and sustainable margins rather than pursuing short term volume. Administrative expenses reduced from £1,654,992 to £1,550,411 as the cost base was reshaped, resulting in an improved operating loss despite higher levels of production and trial activity.

The business operates in a technically complex area, scaling a living mycelium material into a stable, ambient packaging solution at industrial scale. Over several years the company has redesigned the manufacturing process inherited from Ecovative and during 2024 the directors consider that a robust, replicable system was proven. At the same time the group experienced disruption in its external raw material supply chain, including an extended period without usable supply, which highlighted the need to internalise key inputs and reduce exposure to a single supplier. In response, the group is investing in its own raw materials capability through MMC Materials UK Ltd and in semi automated production at the Beeston and Sofia sites to reduce raw material and labour costs and improve factory utilisation. The company also retained ISO 9001 accreditation for the third year, which the directors regard as evidence of the maturity of its quality systems. In addition, the higher cost Esher pilot facility was decommissioned and handed back at the end of 2024, with the Attenborough site planned to be wound down as production is consolidated, removing duplicated rent, rates and utilities and contributing to a lower fixed cost base over the forecast period.

Symbiotec Ltd is a key trading subsidiary within the MMC group and is reliant on ongoing financial support from its parent company, MMC Holding International Ltd. Intercompany balances represents funding provided by the parent from equity and loan finance it has raised at group level. The parent company also manages the Innovate UK loan facility on behalf of the group. The directors confirm that all Innovate UK loan covenants and liquidity ratios were complied with throughout 2024 and that group forecasts indicate continued compliance for at least twelve months from the date of approval of these financial statements. The directors of the parent company have confirmed their current intention to continue to provide financial support to Symbiotec Ltd for at least that period and for as long as is necessary thereafter to enable it to meet its obligations as they fall due.

The directors have prepared cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements. The forecasts assume measured growth in sales volumes supported by the existing customer base and pipeline, and progressive improvement in gross margins as the group's raw materials plant is commissioned, automation projects are completed, factory utilisation improves and the benefit of site rationalisation flows through. The sales pipeline includes a non binding letter of intent for approximately £4.5m of FishBox volumes which the directors regard as an indicator of future demand but which is not treated as committed revenue until target cost and margin levels are achieved. The group plan remains that 2025 is the year in which the key operational levers around raw materials cost, labour efficiency and capacity are completed, with the objective of moving the trading entities, including Symbiotec Ltd, towards profitability during 2026.

The company's ability to continue as a going concern is, however, dependent on the successful delivery of these operational improvements, the conversion of its sales pipeline into profitable contracts, the continued availability of funding from the parent company and the wider group's ability to maintain compliance with its borrowing covenants.

Notwithstanding these uncertainties, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. In forming this judgement the directors have taken into account the progress made in stabilising and improving the manufacturing process, the steps being taken to reduce the cost of raw materials and labour, the simplification of the manufacturing footprint and lower fixed cost base, the quality of the customer base and sales pipeline and the continued support of the parent company and investors. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

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.

Key source of estimation, uncertainty and judgement

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating depreciation. A full line by line review of fixed assets is carried out by management regularly. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

There is estimation uncertainty in calculating deferred tax. A full line by line review of deferred tax is carried out by management regularly. Whilst every attempt is made to ensure that the deferred tax is as accurate as possible, there remains a risk that the provisions do not match the actual tax liability when asset is disposed of.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

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

Improvements to property

-

Straight line over 5 years

Plant and machinery

-

Straight line over 5 years

Fixtures and fittings

-

Straight line over 3 years

Stocks

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

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

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.

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.

3.	Employees and directors

The average number of employees during the year was 32 (2023 - 37 ) .

4.	Intangible fixed assets

Patents and

licences

£

Cost

At 1 January 2024

and 31 December 2024

7,644

Amortisation

At 1 January 2024

3,058

Amortisation for year

764

At 31 December 2024

3,822

Net book value

At 31 December 2024

3,822

At 31 December 2023

4,586

5.	Tangible fixed assets

Fixtures

Improvements

Plant and

and

to property

machinery

fittings

Totals

£

£

£

£

Cost

At 1 January 2024

221,991

617,709

46,089

885,789

Additions

8,761

74,515

1,340

84,616

At 31 December 2024

230,752

692,224

47,429

970,405

Depreciation

At 1 January 2024

59,907

245,054

40,561

345,522

Charge for year

23,908

87,600

5,923

117,431

At 31 December 2024

83,815

332,654

46,484

462,953

Net book value

At 31 December 2024

146,937

359,570

945

507,452

At 31 December 2023

162,084

372,655

5,528

540,267

6.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

181,588

84,697

Amounts owed by group undertakings

885,489

655,042

Other debtors

319,767

365,770

1,386,844

1,105,509

7.

Creditors: amounts falling due within one year

2024

2023

£

£

Bank loans and overdrafts

11,765

21,299

Finance leases (see note 9)

28,635

87,003

Trade creditors

485,397

187,620

Amounts owed to group undertakings

8,037,150

6,183,813

Taxation and social security

449,204

324,360

Other creditors

263,667

354,631

9,275,818

7,158,726

8.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Bank loans

-

1,116

Finance leases (see note 9)

-

28,852

-

29,968

9.	Leasing agreements

Minimum lease payments fall due as follows:

Finance leases

2024

2023

£

£

Net obligations repayable:

Within one year

28,635

87,003

Between one and five years

-

28,852

28,635

115,855

Non-cancellable

operating leases

2024

2023

£

£

Within one year

73,750

115,000

Between one and five years

-

73,750

73,750

188,750

10.	Secured debts

The following secured debts are included within creditors:

2024

2023

£

£

Finance Leases

28,635

115,855

The founding directors of the company have provided personal guarantees in respect of security for asset finance leases liabilities of the company.

11.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

900

Ordinary A

£1

1,366

1,366

133

Ordinary B

£1

-

-

200

Redeemable preference

£1

-

-

1,366

1,366

12.	Parent undertaking

The ultimate parent company is MMC Holding International Ltd, a company registered in England and Wales.

The company's registered office address is 3rd Floor 86 - 90 Paul Street, London, England, EC2A 4NE