Cydar Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—8

1. General Information

Cydar Limited is a private company, limited by shares, incorporated in England & Wales, registered number 07986624 . The registered office is 20 Station Road, Cambridge, CB1 2JD.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The financial statements have been prepared on a going concern basis. In making this assessment the directors have considered the adequancy of the company's financial resources at the time of approving the financial statements, noting the cash held and the cost base of the company.

The company incurred a net loss after tax of £3,269,953 (2025 - £3,582,407) and had net assets of £5,124,160 (2025 - £362,608).

The trading losses reported to date are consistent with the company's business plan as it progresses its research and development activities.

The directors have considered the company's trading outlook, including continued customer demand evidenced by recent contract renewals, alongside steps taken during the year to reduce and align the company's operating cost base with its strategic plans. Certain investors have also indicated their conditional support to contribute to the company's forecast near term funding requirements, should that be required, to enable it to meet its forecast liabilities as they fall due. On this basis, the directors are satisfied that the company has access to adequate resources to continue in operational existence for the foreseeable future and have therefore continued to adopt the going concern basis in preparing these financial statements.

2.3. Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided when all of the following conditions are satisfied:

the amount of turnover can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following basis:

Patents - 33% straight line

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Installation Equipment	33% straight line
Office Equipment	33% straight line
Fixtures & Fittings	33% straight line
Computer Equipment	33% straight line

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Cydar Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

2.6. Leasing and Hire Purchase Contracts

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to profit and loss account as incurred.

2.7. Foreign Currencies

Functional and presentational currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within finance income or costs. All other foreign exchange gains and losses are presented in profit or loss within other operating income.

2.8. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.9. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.10. Research and Development Costs

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

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Cydar Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

2.11. Share Based Payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit and loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.12. Additional Accounting Policies

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and Cash Equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Convertible Debt

The proceeds received on issue of the company's convertible debt are allocated into their liability and equity components and presented separately in the balance sheet.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited directly to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 21 (2025: 39)

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Cydar Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

4. Intangible Assets

	Patents
	£
Cost
As at 1 April 2025	438,892
Additions	21,116

As at 31 March 2026	460,008

Amortisation
As at 1 April 2025	398,449
Provided during the period	24,319

As at 31 March 2026	422,768

Net Book Value
As at 31 March 2026	37,240

As at 1 April 2025	40,443

5. Tangible Assets

	Installation Equipment	Office Equipment	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 1 April 2025	117,776	38,083	78,948	336,752	571,559
Additions	12,099	7,006	-	17,657	36,762

As at 31 March 2026	129,875	45,089	78,948	354,409	608,321

Depreciation
As at 1 April 2025	39,008	38,083	78,948	323,739	479,778
Provided during the period	40,603	973	-	13,965	55,541

As at 31 March 2026	79,611	39,056	78,948	337,704	535,319

Net Book Value
As at 31 March 2026	50,264	6,033	-	16,705	73,002

As at 1 April 2025	78,768	-	-	13,013	91,781

6. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 April 2025	33,591

As at 31 March 2026	33,591

Provision
As at 1 April 2025	-

As at 31 March 2026	-

...CONTINUED

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Cydar Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

Net Book Value
As at 31 March 2026	33,591

As at 1 April 2025	33,591

7. Debtors

	2026	2025
	£	£
Due within one year
Trade debtors	203,814	60,073
Prepayments and accrued income	71,957	107,057
Other debtors	247,241	249,784
VAT	51,566	58,404

	574,578	475,318
Due after more than one year
Amounts owed by group undertakings	4,176,225	3,868,928

	4,750,803	4,344,246

8. Creditors: Amounts Falling Due Within One Year

	2026	2025
	£	£
Trade creditors	154,701	182,886
Other taxes and social security	42,176	44,904
Other creditors	32,076	22,535
Accruals and deferred income	296,470	433,509

	525,423	683,834

9. Creditors: Amounts Falling Due After More Than One Year

	2026	2025
	£	£
Other loans	-	3,610,828

10. Share Capital

	2026	2025
Allotted, called up and fully paid	£	£
718,346 Ordinary shares of £ 0.0001 each	71	71
25,555 Hurdle shares of £ 0.0001 each	3	3
28,428 Hurdle A shares of £ 0.0001 each	3	3

	77	77

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Cydar Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

Preference Shares

	2026	2025
Allotted, called up and fully paid	£	£
796,407 Preference Shares of £ 0.0001 each	80	11
777,481 Preference B shares of £ 0.0001 each	78	-
13,074 Preference C shares of £ 0.0001 each	1	-

	159	11

11. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2026	2025
	£	£
Not later than one year	41,099	153,680

	41,099	153,680

12. Pension Commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date unpaid contributions of £17,745 (2025: £11,598) were due to the fund. They are included in other creditors.

13. Related Party Transactions

As at 31 March 2026 the company was owed £4,176,225 (2025: £3,868,928) by Cydar Inc.

14. Share Based Payments

Cydar Limited has a Share Option Plan (the 'Option Plan'). Under the Option Plan, the maximum amount of options that the company may issue is 15% of the company's issued share capital from time to time. Options are exerciseable at a price specified by the directors at date of grant and the vesting period varies depending on the nature of the option.

The company issues approved EMI options to its UK employees. The exercise price of the EMI options is subject to approval by HMRC. EMI options may only be exercised in specific conditions and are settled in equity once exercised. The Board of Directors also has the power to allow employees deemed to be 'good leavers' to exercise their options as they leave the company. Otherwise, any unvested options lapse upon the employee leaving the company. Vested options are subject to lapse and cease to be exerciseable, to the extent not exercised, at the end of the relevant period defined by the Option Plan.

The company issues unapproved options to the US staff employed by Cydar Inc, the wholly owned US subsidiary. Apart from the exercise price which is set at the same of which ordinary shares are issued, all other conditions are the same as the EMI options.

The company can also issue unapproved options to other parties. The exercise price and vesting conditions are determined by the directors.

Details of the number and weighted average exercise prices (WAEP) of share options during the period are as follows:

Outstanding at the beginning of the year: 90,464; WAEP (pence): 97

Outstanding at the end of the year: 315,573; WAEP (pence): 97

Exerciseable at the end of the year: 58,696; WAEP (pence): 399

The company has assessed the fair value of the options at grant date using the Black Scholes valuation model, which is considered to be the most appropriate generally accepted method of measuring fair value. The associated expense is recognised over the vesting period, with a corresponding credit to equity. During the year, a credit of £80,890 (2025 - charge of £454,085) was recognised in the profit and loss account in respect of the share option scheme.

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		2026		2025
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		37,240		40,443
Tangible Assets	5		73,002		91,781
Investments	6		33,591		33,591

			143,833		165,815
CURRENT ASSETS
Debtors	7	4,750,803		4,344,246
Cash at bank and in hand		754,947		147,209

		5,505,750		4,491,455
Creditors: Amounts Falling Due Within One Year	8	(525,423 )		(683,834 )

NET CURRENT ASSETS (LIABILITIES)			4,980,327		3,807,621

TOTAL ASSETS LESS CURRENT LIABILITIES			5,124,160		3,973,436

Creditors: Amounts Falling Due After More Than One Year	9		-		(3,610,828 )

NET ASSETS			5,124,160		362,608

CAPITAL AND RESERVES
Called up share capital	10		236		88
Share premium account			39,243,212		31,130,965
Other reserves			170,897		251,787
Profit and Loss Account			(34,290,185 )		(31,020,232 )

SHAREHOLDERS' FUNDS			5,124,160		362,608