Company registration number 06544953 (England and Wales)
POLYPHOTONIX LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
POLYPHOTONIX LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 10
POLYPHOTONIX LIMITED
BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
4
398,052
382,526
Tangible assets
5
11
184
Investments
6
100
100
398,163
382,810
Current assets
Stocks
147,331
63,774
Debtors
7
433,695
431,486
Cash at bank and in hand
1,858
272
582,884
495,532
Creditors: amounts falling due within one year
8
(6,934,920)
(5,561,610)
Net current liabilities
(6,352,036)
(5,066,078)
Total assets less current liabilities
(5,953,873)
(4,683,268)
Creditors: amounts falling due after more than one year
9
(875,914)
(845,669)
Net liabilities
(6,829,787)
(5,528,937)
Capital and reserves
Called up share capital
10
57,934
57,934
Share premium account
3,586,366
3,586,366
Profit and loss reserves
(10,474,087)
(9,173,237)
Total equity
(6,829,787)
(5,528,937)
POLYPHOTONIX LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
31 March 2025
- 2 -

For the financial year ended 31 March 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 16 July 2026 and are signed on its behalf by:
Mr R A Kirk
Director
Company registration number 06544953 (England and Wales)
POLYPHOTONIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
1
Accounting policies
Company information

Polyphotonix Limited is a private company limited by shares incorporated in England and Wales. The registered office is Netpark Explorer 2, Thomas Wright Way, Sedgefield, Stockton-on-Tees, TS21 3FF.

1.1
Basis of preparation

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

The company meets its day-to-day working capital and growth requirements through cash generated from operations and external/shareholder investment and borrowings.true

Polyphotonix Limited (PPX) has continued to develop, patent and exploit intellectual property targeted at the healthcare market. The past year has seen continued focus on developing the sales channels, both public and private in the UK and increasingly in the foreign markets. Trials and evaluations are ongoing, with positive results being reported and published.

The company continues to successfully raise investment funding and together with existing and prospective grants is making good progress. There is increasing interest from international funders and customers. Several international Sales and Distribution Agreements have been agreed. The company remains reliant on investment funding as it develops its commercial sales pipeline and continues to work towards regulatory approval in more countries.

With increasing commercial sales, increased income from distribution partners and cashflow forecasts, the directors consider that it remains appropriate for the company to be treated as a going concern.

1.3
Revenue

Turnover represents net invoiced sales of goods, excluding value added tax. Sale of goods are recognised on dispatch of the goods.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

POLYPHOTONIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
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:

Trademarks, patents & licences
1-20 years straight line
Software
3 years straight line
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:

Plant and machinery
3 years straight line
Fixtures and fittings
3 years straight line
Office equipment
3 years straight line

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.

1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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.

1.8
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.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Taxation

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

POLYPHOTONIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 5 -
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.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

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

1.13
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.

POLYPHOTONIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
3
Employees

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

2025
2024
Number
Number
Total
7
8
4
Intangible fixed assets
Other
£
Cost
At 1 April 2024
634,859
Additions
45,417
At 31 March 2025
680,276
Amortisation and impairment
At 1 April 2024
252,333
Amortisation charged for the year
29,891
At 31 March 2025
282,224
Carrying amount
At 31 March 2025
398,052
At 31 March 2024
382,526
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2024 and 31 March 2025
30,440
Depreciation and impairment
At 1 April 2024
30,256
Depreciation charged in the year
173
At 31 March 2025
30,429
Carrying amount
At 31 March 2025
11
At 31 March 2024
184
POLYPHOTONIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
6
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
100
100
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,397
1,397
Corporation tax recoverable
87,631
87,631
Other debtors
344,667
342,458
433,695
431,486
8
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans and overdrafts
5,958
5,971
Trade creditors
112,969
423,954
Amounts owed to group undertakings
40,094
44,691
Taxation and social security
398,520
294,070
Other creditors
6,377,379
4,792,924
6,934,920
5,561,610

Bank loans and overdrafts includes £5,958 owed to NPIF TVC DEBT LP which is secured by a charge over all freehold, leasehold and intellectual property of the company.

Other creditors includes convertible debt of £3,067,866 (202 4: £3,052,807) bearing interest of 7% - 8%.

9
Creditors: amounts falling due after more than one year
2025
2024
£
£
Bank loans and overdrafts
875,914
845,669

Bank loans and overdrafts includes £186,078 owed to NPIF TVC DEBT LP which is secured by a charge over all freehold, leasehold and intellectual property of the company.

POLYPHOTONIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 0.1p each
46,303
46,303
46
46
A1 Ordinary of £186 each
6
6
1,116
1,116
B Ordinary of 0.1p each
14,395
14,395
14
14
C Ordinary of £1 each
6,699
6,699
6,699
6,699
67,403
67,403
7,875
7,875
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Deferred ordinary of £1 each
50,000
50,000
50,000
50,000
Preference of 0.1p each
59,721
59,721
59
59
109,721
109,721
50,059
50,059
Preference shares classified as equity
50,059
50,059
Total equity share capital
57,934
57,934

The various classes of shares confer the following rights on their holders:

Voting

A Ordinary shares, A1 Ordinary shares, B Ordinary shares and C Ordinary shares carry one vote each. Deferred shares and Preferred shares do not carry any voting rights.

Dividends

Deferred shares carry the right to a fixed dividend of 0.01% of par value per annum. The holders of Preferred shares are entitled to 50% of any dividend declared until they have received an aggregate of £6,000,000, the remaining 50% is payable to the holders of A Ordinary, A1 Ordinary shares, B Ordinary and C Ordinary shares. When the holders of Preferred shares have received £6,000,000 in aggregate all subsequent dividends declared are payable to the holders of A Ordinary, A1 Ordinary shares, B Ordinary and C Ordinary shares.

Return of capital

On a return of capital on a winding up or otherwise, if the holders of Preferred shares have not received dividends of £6,000,000 in aggregate, they are entitled to 50% of any distribution, the remaining 50% is payable to the holders of A Ordinary, A1 Ordinary shares, B Ordinary and C Ordinary shares. If the holders of Preferred shares have received £6,000,000 in aggregate all such distributions are payable to the holders of A Ordinary, A1 Ordinary shares, B Ordinary and C Ordinary shares. Holders of deferred shares are not entitled to any distribution on a winding up or otherwise.

POLYPHOTONIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
11
Share options

The company has a share option scheme for certain employees to enable them to acquire A Ordinary shares of £0.001 each in the capital of the company. Options are exercisable at a price equal to the average market price of the company's shares on the date of the grant. Options may be exercised on the occurrence of an exit event. Exit events include:

- a change of control of the company;

- dissolution, liquidation or winding up of the company;

- a sale;

- an asset sale;

- a listing on the London Stock Exchange, the alternative Investment Market or any other Recognised Investment Exchange, unless such an event occurs for the purpose of a voluntary reorganisation or reconstruction of the company.

The exercise price of the options available at the year end ranges between £20.50 and £126.24 per share.

The total number of share options available at the year end is 15,004.

The share options lapse and cease to be exercisable upon:

- the 10th anniversary of the death of grant;

- bankruptcy or other voluntary arrangement entered into by the option holder;

- the first anniversary of the option holder's death;

- the first anniversary of the option holder ceasing to be an employee of the company due to permanent incapacity or retirement;

- the option holder ceasing to be an employee of the company for another reason.

There are no performance conditions attached to the options.

12
Events after the reporting date

After the balance sheet date, loans from within creditors totalling £3,503,753 were converted to shares (2024: £nil).

13
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Management services
2025
2024
£
£
Helmsway Limited
22,098
17,575

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
£
£
Helmsway Limited
151,988
129,890
Other related parties
1,629,325
626,597
POLYPHOTONIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
14
Directors' transactions
Loans
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Director's Loan Account
2.25
170,022
197,618
3,789
(206,931)
164,498
170,022
197,618
3,789
(206,931)
164,498
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