REGISTERED NUMBER: 09620994 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

FOR

C3 BIOTECHNOLOGIES LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Professor N S Scrutton FRS

M H Smith

SECRETARY:

P Dennison ACA, FCCA

REGISTERED OFFICE:

20 Mannin Way

Lancaster Business Park

Caton Road

Lancaster

Lancashire

LA1 3SW

REGISTERED NUMBER:

09620994 (England and Wales)

SENIOR STATUTORY AUDITOR:

Rebecca Pickard FCCA

AUDITORS:

TC Group, Statutory Auditor

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

FIXED ASSETS

Intangible assets

4

411,937

400,084

Tangible assets

5

25,980

68,667

Investments

6

4,984

4,984

442,901

473,735

CURRENT ASSETS

Debtors

7

51,048

87,323

Cash at bank

97,087

160,056

148,135

247,379

CREDITORS

Amounts falling due within one year

8

185,218

255,876

NET CURRENT LIABILITIES

(37,083

)

(8,497

)

TOTAL ASSETS LESS CURRENT LIABILITIES

405,818

465,238

CREDITORS

Amounts falling due after more than one year

9

-

(8,006

)

PROVISIONS FOR LIABILITIES

-

(15,484

)

NET ASSETS

405,818

441,748

CAPITAL AND RESERVES

Called up share capital

10

7,028

7,028

Share premium

34,296

34,296

Retained earnings

364,494

400,424

SHAREHOLDERS' FUNDS

405,818

441,748

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 May 2026 and were signed on its behalf by:

Professor N S Scrutton FRS - Director

1.	STATUTORY INFORMATION

C3 Biotechnologies Limited 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.

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.

There were no departures from that standard.

The Company's functional and presentational currency is GBP. Monetary amounts in these financial statements are rounded to the nearest £.

Preparation of consolidated financial statements

The financial statements contain information about C3 Biotechnologies Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Significant judgements and estimates

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.

Turnover

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

Revenue is recognised on long term contracts where the outcome of the contract can reliably be estimated. Revenue and costs are recognised based on the work performed at the date of the balance sheet. This is measured looking at the actual costs incurred to date. The estimated costs of a contract are based on detailed models of expected costs, which are regularly reviewed as the project progresses. Adjustments to total expected costs are updated as required.

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, trademarks & licences are being amortised evenly over their estimated useful life of twenty years.

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

Scientific equipment

33% on cost

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'administrative expenses' in the statement of income and retained earnings.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Basic financial liabilities, including trade and other payables, and loans from fellow group companies, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Research and development

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company, as also supported by fellow group companies, has adequate resources and funding in place to continue in operational existence for the foreseeable future and pay its liabilities as they fall due. Furthermore, the directors have prepared detailed financial forecasts including cash flow forecasts, based on the results of these, and the support noted above, they consider the company retains sufficient working capital to continue trading for the foreseeable future.

The directors have considered the impact the current economic environment in relation to their assessment of going concern and in their opinion have taken all reasonable steps to mitigate these factors. As at the point of authorising the accounts, and for the foreseeable future, the directors consider the going concern assumption to still be appropriate. The directors acknowledge that given the currently rapidly changing business and social environment, there are likely to be significant unknown factors which may present themselves. Such factors are considered by the directors to represent a general inherent level of risk in relation to the going concern assumption albeit not quantifiable at this time.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 11 (2024 - 7 ) .

4.	INTANGIBLE FIXED ASSETS

Patents,

trademarks

& licences

£

COST

At 1 October 2024

410,025

Additions

62,862

At 30 September 2025

472,887

AMORTISATION

At 1 October 2024

9,941

Amortisation for year

8,823

Charge written back

42,186

At 30 September 2025

60,950

NET BOOK VALUE

At 30 September 2025

411,937

At 30 September 2024

400,084

During the year, the company revised its amortisation approach in respect of patents. Amortisation will now commence from the date of filing rather than from the date of grant, reflecting the point at which the asset begins to generate economic benefit. This revision has been treated as a change in accounting estimate, accordingly, the change has been applied prospectively from the date of the revision, with no restatement of prior period amounts.

5.	TANGIBLE FIXED ASSETS

Scientific

equipment

£

COST

At 1 October 2024

173,284

Additions

3,461

At 30 September 2025

176,745

DEPRECIATION

At 1 October 2024

104,617

Charge for year

46,148

At 30 September 2025

150,765

NET BOOK VALUE

At 30 September 2025

25,980

At 30 September 2024

68,667

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 October 2024

and 30 September 2025

4,984

NET BOOK VALUE

At 30 September 2025

4,984

At 30 September 2024

4,984

The investments at the Balance Sheet date in the share capital of companies include the following:

C3 Biotechnologies (Maritime and Aerospace) Limited

C3 Biotechnologies (Acrylics) Limited

C3 Biotechnologies (Energetic Materials) Limited

C3 Biotechnologies (Hypersonics) Limited

C3 Biotechnologies (Bio-Propane) Limited

C3 Biotechnologies (Maritime and Aerospace USA) Inc - registered in the USA

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

-

19,389

Tax

35,160

50,854

Prepayments and accrued income

15,888

17,080

51,048

87,323

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

8,095

51,243

Amounts owed to group undertakings

200

300

Social security and other taxes

20,419

15,673

VAT

28,821

4,096

Other creditors

40,000

40,000

Accruals and deferred income

87,683

144,564

185,218

255,876

Within accruals and deferred income, is deferred income / grants relating to the various projects that the company is undertaking of £8,006 (2024 - £38,972) which will be used against future allowable expenditure.

Included within other creditors is a £40,000 liability in relation to a warrant over share options. FRS102 requires other financial instruments to be held as a liability at fair value through profit or loss.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Accruals and deferred income

-

8,006

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

547,240

Ordinary A Shares

£0.01

5,472

5,472

155,608

Ordinary B Shares

£0.01

1,556

1,556

7,028

7,028

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Rebecca Pickard FCCA (Senior Statutory Auditor)

for and on behalf of TC Group, Statutory Auditor

12.	RELATED PARTY DISCLOSURES

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.

During the year the company incurred directors services fees of £nil (2024: £nil) from a related entity.

13.	ULTIMATE CONTROLLING PARTY

The directors are the ultimate controlling party by virtue of their shareholding.

14.	SHARE-BASED PAYMENT TRANSACTIONS

The company has a share option scheme for some employees. 15,560 share options were granted in September 2024 at an exercise price of £0.69 and as at the year end 3,890 had vested. The vesting period for the shares is shown below. Once vested, the share options are exercisable upon an exit event and must be exercised before the 10th anniversary of the grant date.

Management do not consider their fair value to be material.

Expiry date

Exercise price

No of shares

September 2025

£0.69

3,890

March 2026

£0.69

2,917

September 2026

£0.69

2,918

March 2027

£0.69

2,917

September 2027

£0.69

2,918