Company registration number SC378738 (Scotland)
CIPHER SURGICAL LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
PAGES FOR FILING WITH REGISTRAR
CIPHER SURGICAL LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 12
CIPHER SURGICAL LIMITED
BALANCE SHEET
AS AT
31 JULY 2025
31 July 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
5
17,468
32,238
Investments
6
77
77
17,545
32,315
Current assets
Stocks
-
561,694
Debtors
7
3,715,549
2,227,561
Cash at bank and in hand
21,429
3,289
3,736,978
2,792,544
Creditors: amounts falling due within one year
8
(210,532)
(171,705)
Net current assets
3,526,446
2,620,839
Total assets less current liabilities
3,543,991
2,653,154
Creditors: amounts falling due after more than one year
9
(4,489,673)
(6,018,459)
Net liabilities
(945,682)
(3,365,305)
Capital and reserves
Called up share capital
10
6,560
6,560
Share premium account
18,155,996
14,605,996
Other reserves
687,488
1,097,516
Profit and loss reserves
(19,795,726)
(19,075,377)
Total equity
(945,682)
(3,365,305)
CIPHER SURGICAL LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 JULY 2025
31 July 2025
- 2 -

For the financial year ended 31 July 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 4 March 2026 and are signed on its behalf by:
A Newell
Director
Company registration number SC378738 (Scotland)
CIPHER SURGICAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 3 -
Share capital
Share premium account
Share based payments
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 August 2023
6,559
14,605,996
1,097,504
(17,900,459)
(2,190,400)
Year ended 31 July 2024:
Loss and total comprehensive income
-
-
-
(1,174,918)
(1,174,918)
Issue of share capital
10
1
-
0
-
-
1
Share based payments
13
-
-
12
-
0
12
Balance at 31 July 2024
6,560
14,605,996
1,097,516
(19,075,377)
(3,365,305)
Year ended 31 July 2025:
Loss and total comprehensive income
-
-
-
(1,130,392)
(1,130,392)
Issue of share capital
10
-
0
3,550,000
-
-
3,550,000
Lapse of share options
13
-
-
(392,782)
392,782
-
0
Exercise of share options
13
-
-
(17,261)
17,261
-
0
Share based payments
13
-
-
15
-
0
15
Balance at 31 July 2025
6,560
18,155,996
687,488
(19,795,726)
(945,682)
CIPHER SURGICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
- 4 -
1
Accounting policies
Company information

Cipher Surgical Limited is a private company limited by shares incorporated in Scotland. The registered office is Floor 3 1-4 Atholl Crescent, Edinburgh, EH3 8HA.

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

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and 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 the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Research and development expenditure

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

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

Patents and licences
20% straight line
CIPHER SURGICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 5 -
1.6
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.

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:

Land and buildings Leasehold
Over the terms of lease
Plant and machinery
25% straight line
Fixtures, fittings & equipment
25% straight line
1.7
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset’s cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash at bank and in hand

Cash at bank and in hand are basic financial assets and include cash in bank only.

1.11
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.

CIPHER SURGICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 6 -
Basic financial assets

Basic financial assets, which include trade debtors, corporation tax recoverable, other debtors, amounts owed by group undertakings 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 trade creditors, taxation and social security, and other creditors, 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.

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.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.13
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.

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.

CIPHER SURGICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 7 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

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

1.15
Retirement benefits

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

1.16
Share-based payments

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.

1.17
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
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2025
2024
Number
Number
Total
4
8
CIPHER SURGICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 8 -
4
Intangible fixed assets
Patents and licences
£
Cost
At 1 August 2024 and 31 July 2025
340,173
Amortisation and impairment
At 1 August 2024 and 31 July 2025
340,173
Carrying amount
At 31 July 2025
-
0
At 31 July 2024
-
0
5
Tangible fixed assets
Land and buildings Leasehold
Plant and machinery
Fixtures, fittings & equipment
Total
£
£
£
£
Cost
At 1 August 2024
20,231
339,275
48,922
408,428
Additions
-
0
-
0
1,333
1,333
At 31 July 2025
20,231
339,275
50,255
409,761
Depreciation and impairment
At 1 August 2024
20,231
320,376
35,583
376,190
Depreciation charged in the year
-
0
8,820
7,283
16,103
At 31 July 2025
20,231
329,196
42,866
392,293
Carrying amount
At 31 July 2025
-
0
10,079
7,389
17,468
At 31 July 2024
-
0
18,899
13,339
32,238
CIPHER SURGICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 9 -
6
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
77
77
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 August 2024 & 31 July 2025
77
Carrying amount
At 31 July 2025
77
At 31 July 2024
77
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
6,489
6,648
Corporation tax recoverable
29,805
48,561
Amounts owed by group undertakings
3,609,473
2,107,887
Other debtors
69,782
64,465
3,715,549
2,227,561
8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
145,647
108,016
Taxation and social security
10,088
19,092
Other creditors
54,797
44,597
210,532
171,705
CIPHER SURGICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 10 -
9
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
4,489,673
6,018,459

Included within other creditors falling due after more than one year is a balance of £4,489,673 (2024: £6,018,459) which is secured by a fixed and floating charge over the company's assets.

10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
1,160,854
1,160,854
1,160
1,160
'B' Ordinary shares of £20 each
270
270
5,400
5,400
1,161,124
1,161,124
6,560
6,560
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
C Preference shares of 0.1p each
355
0
-
0
-
0
355
0
-
0
-
0

During the year the company issued 355 C Preference shares for a total consideration of £3,550,000.

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
1,999
1,999
12
Related party transactions

Included within debtors falling due within one year are amounts owed by group undertakings totalling £3,609,473 (20 2 4: £2,107,887).

CIPHER SURGICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 11 -
13
Share-based payment transactions

The company has taken advantage of transitional exemptions not to apply FRS102 1A to any share-based payment transactions entered into before the transition date of 1 August 2015.
The total number of options granted prior to transition to FRS102 1A is £Nil (2024: 4,00 0). These options have an exercise price of £Nil (2024: £7.50) per share and become exercisable based on certain performance criteria.

During the year, 226,080 share options lapsed, therefore a transfer between reserves of £392,782 has been recorded.

Also during the year, 940 share options were exercised, therefore a transfer between reserves of £1 7,261 has been recorded.

Number of share options / warrants
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 August 2024
243,770
260,550
2.20
2.43
Granted
358,270
20,000
0.95
-
0
Lapsed
(226,080)
0
(36,780)
0
1.88
7.50
Exercised
(940)
0
-
0
-
0
-
0
Outstanding at 31 July 2025
375,020
243,770
1.21
2.20
Exercisable at 31 July 2025
250,170
74,690
1.74
3.31

The options/warrants outstanding at 31 July 2025 had an exercise price ranging from £Nil to £15.00. At the date of award, each of the options had a contractual life of 7 to 10 years.

With regards to the warrants, as there is no contractual fixed term, the company can close the exercise period at any time.

Inputs were as follows:
2025
2024
Weighted average share price
2.09
12.65
Weighted average exercise price
1.21
2.20
Expected volatility
10.00
10.00
Expected life
9.99
9.99
Risk free rate
4.05
1.64

During the year, the company recognised expenses of £15 (20 2 4 - £12) which related to equity settled share based payment transactions.

CIPHER SURGICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 12 -
14
Directors' transactions

Interest free loans have been granted by the company to its directors as follows:

Advances
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
Director's loan account
-
-
62
62
-
62
62
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