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Company No: 13363008 (England and Wales)

# MARTLET CAPITAL LIMITED

### Unaudited Financial Statements
For the financial year ended 30 September 2025
Pages for filing with the registrar

MARTLET CAPITAL LIMITED

## Unaudited Financial Statements

For the financial year ended 30 September 2025

Contents

MARTLET CAPITAL LIMITED

## COMPANY INFORMATION

For the financial year ended 30 September 2025
MARTLET CAPITAL LIMITED

## COMPANY INFORMATION (continued)

For the financial year ended 30 September 2025

DIRECTORS | Anvard Capital
| I Iliev
| T L Kalaris (Appointed 12 February 2025)
| S P D Latham (Resigned 12 February 2025)
| R D Marshall
| B G Maslen (Resigned 22 April 2026)
| Dr M Murphy
| A Wenzel (Appointed 22 April 2026)

REGISTERED OFFICE | 9 Hills Road
| Cambridge
| CB2 1GE
| United Kingdom

COMPANY NUMBER | 13363008 (England and Wales)

ACCOUNTANT | S&W Partners LLP
| Stonecross
| Trumpington High Street
| Cambridge
| CB2 9SU

MARTLET CAPITAL LIMITED

## BALANCE SHEET

As at 30 September 2025
MARTLET CAPITAL LIMITED

## BALANCE SHEET (continued)

As at 30 September 2025

| Note | 2025 |  | 2024
|  | £ |  | £
Fixed assets |  |  |  |
Investments | 4 | 26,115,623 |  | 24,497,541
|  | 26,115,623 |  | 24,497,541
Current assets |  |  |  |
Debtors | 5 | 597,594 |  | 652,363
Cash at bank and in hand |  | 862,803 |  | 527,848
|  | 1,460,397 |  | 1,180,211
Creditors: amounts falling due within one year | 6 | ( 2,567,337) |  | ( 1,646,263)
Net current liabilities |  | (1,106,940) |  | (466,052)
Total assets less current liabilities |  | 25,008,683 |  | 24,031,489
Creditors: amounts falling due after more than one year | 7 | ( 561,282) |  | ( 804,261)
Provision for liabilities | 8 | ( 1,440,419) |  | ( 1,292,064)
Net assets |  | 23,006,982 |  | 21,935,164
Capital and reserves |  |  |  |
Called-up share capital | 9 | 212,708 |  | 198,612
Share premium account | 11 | 16,186,097 |  | 14,917,440
Other reserves | 12 | 4,893,634 |  | 4,893,634
Profit and loss account |  | 1,714,543 |  | 1,925,478
Total shareholders' funds |  | 23,006,982 |  | 21,935,164

For the financial year ending 30 September 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

- The members have not required the Company to obtain an audit of its financial statements for the financial year 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; and
- These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Martlet Capital Limited (registered number: 13363008) were approved and authorised for issue by the Board of Directors on 28 May 2026. They were signed on its behalf by:

R D Marshall Director |  | I Iliev Director

MARTLET CAPITAL LIMITED

## NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 30 September 2025
MARTLET CAPITAL LIMITED

## NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 30 September 2025

##### 1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

##### General information and basis of accounting

Martlet Capital Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 9 Hills Road, Cambridge, CB2 1GE, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The functional currency of Martlet Capital Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
These financial statements are separate financial statements.

##### Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise on monetary items.

##### Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

##### Dividend income

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably).

##### Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on enacted or substantively enacted tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

##### Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they incurred.

##### Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity, Once the contributions have been paid the Company has no further obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds,

##### Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

##### Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

##### Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

##### Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

##### Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

##### 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 Statement of Financial Position.
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 direct 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.

#### 2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts recognised. The following are the critical judgements that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
The Company make judgements and estimates in relation to the value of Investments. The Company follows the guidance issued by the British Venture Capitalist Association when determining the fair value. Specifically in relation to using the price of a recent investment to estimate and calibrate the fair value. Adequate consideration is also given to the current circumstances of the Company including but not limited to, changes in market or the key performance indicators of the investee company.
The values assigned to the investments are based upon available information and do not necessarily represent amounts which will ultimately be realised. Due to the inherent uncertainty of the valuation, the estimated fair value may differ significantly from the values that would have been determined had the investments been liquidated.
The carrying value of Investments as at the period end is £26,115,623 (2024: £24,497,541).

#### 3. Employees

| 2025 |  | 2024
| Number |  | Number
Monthly average number of persons employed by the Company during the year, including directors | 5 |  | 5

#### 4. Fixed asset investments

| Other investments |  | Total
| £ |  | £
Cost or valuation before impairment |  |  |
At 01 October 2024 | 24,497,541 |  | 24,497,541
Additions | 116,351 |  | 116,351
Disposals | ( 984,421) |  | ( 984,421)
Change in value of loans receivable | 2,486,152 |  | 2,486,152
At 30 September 2025 | 26,115,623 |  | 26,115,623
Carrying value at 30 September 2025 | 26,115,623 |  | 26,115,623
Carrying value at 30 September 2024 | 24,497,541 |  | 24,497,541

#### 5. Debtors

| 2025 |  | 2024
| £ |  | £
Amounts owed by Group undertakings | 959 |  | 0
Prepayments and accrued income | 596,633 |  | 600,226
Other debtors | 2 |  | 52,137
| 597,594 |  | 652,363

#### 6. Creditors: amounts falling due within one year

| 2025 |  | 2024
| £ |  | £
Trade creditors | 37,196 |  | 3,460
Convertible loan notes | 242,979 |  | 220,890
Other taxation and social security | 3,546 |  | 4,449
Other creditors | 2,283,616 |  | 1,417,464
| 2,567,337 |  | 1,646,263

#### 7. Creditors: amounts falling due after more than one year

| 2025 |  | 2024
| £ |  | £
Convertible loan notes | 561,282 |  | 804,261

In the period ended 30 September 2022, the entity issued convertible loan notes to the amount of £6,378,106 with a coupon rate of 5%.
In the year ended 30 September 2023, a further £90,000 were issued.
The principal amount of the loan is repayable at the end of the loan term of 7 years unless the Company elects to convert any part or all the principal amount into preferred shares.
Interest shall accrue and be payable at the coupon rate each year, on the principal amount to the extent that it has not yet been converted into preferred shares. At the sole discretion of the note holders, the outstanding balances of the loan notes may be converted into preferred shares, at a price per share equivalent to the price paid for the preferred shares by each Noteholder, at the same dates that the loan notes were issued. The liability element is included in other loans.

#### 8. Deferred tax

| 2025 |  | 2024
| £ |  | £
At the beginning of financial year | ( 1,292,064) |  | ( 1,459,505)
(Charged)/credited to the Profit and Loss Account | ( 148,355) |  | 167,441
At the end of financial year | ( 1,440,419) |  | ( 1,292,064)

#### 9. Called-up share capital

| 2025 |  | 2024
| £ |  | £
Allotted, called-up and fully-paid |  |  |
2,191,000 Ordinary shares of £ 0.01 each | 21,910 |  | 21,910
189,970 Deferred preference shares of £ 0.01 each | 1,900 |  | 1,900
18,889,798 Preferred preference shares of £ 0.01 each (2024: 17,480,180 shares of £ 0.01 each) | 188,898 |  | 174,802
| 190,798 |  | 176,702
| 212,708 |  | 198,612

#### 10. Related party transactions

Other related party transactions

During the prior year, the Company sold its trade to a related party controlled by common directors. The sale comprised, but was not limited to, the sale of fixed assets, operating expenses associated with the trade, and transfer of staff. The agreed consideration of £2 remains outstanding at the date of these financial statements.
Under the terms of the agreement, the Company continues to hold the investment portfolio, while the related party manages these investments as part of the transferred trade. In return, the related party charges both a management fee and a performance fee, the latter calculated based on the value of the assets at the contract date.
Management fees of £963,507 (2024: £367,342) were paid during the period. Performance fees of £641,083 (2024: £272,970) are included in accruals at the year end.

#### 11. Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

#### 12. Other reserves

Other reserves represents a convertible debt option reserve comprising of the equity component of convertible debt instruments.

#### 13. Loans

Analysis of the maturity of loans

| 2025 |  | 2024
| £ |  | £
Convertible Loan Interest <1 year | (242,979) |  | (220,890)
Convertible Loan Notes | (561,282) |  | (804,261)
| (804,261) |  | (1,025,151)

#### 14. Discontinued operations

On 13 May 2024, the Board approved a formal restructuring exercise, which was reflected in the prior year financial statements for the year ended 30 September 2024. As part of this restructuring, Marlet Capital Management Limited acquired the Company’s operational business and EMV Capital Limited was appointed as its Investment Manager. Under this arrangement, EMV Capital Limited now manages the Company’s investment portfolio, valued at approximately £26 million (2024: £24.5 million), comprising companies operating in the deep technology and life sciences sectors. Marlet Capital Management Limited also acquired the Company’s venture capital business, excluding the investment portfolio itself.
Following this transaction, no adjustments were required to the carrying amounts of other assets or liabilities, and the Company’s ability to continue as a going concern remains unaffected.

**Financial Impact of Discontinued Operations**

| 2025 |  | 2024
| £ |  | £
Revenue from discontinued operations | 0 |  | 0
Expenses related to discontinued operations | 0 |  | (933,469)
**Profit/ (loss) before tax from discontinued operations** | 0 |  | (933,469)
Tax Charge | 0 |  | 0
**Net loss from discontinued operations** | 0 |  | (933,469)