REGISTERED NUMBER: SC213462 (Scotland)

NANDI PROTEINS LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Dr L J Campbell

Mr H J P Stewart

Mr J R Price

Mr M C White

Mr D C Flower

REGISTERED OFFICE:

5 South Charlotte Street

Edinburgh

EH2 4AN

REGISTERED NUMBER:

SC213462 (Scotland)

ACCOUNTANTS:

Rushtons

Chartered Accountants

Shorrock House

1 Faraday Court

Fulwood

Preston

Lancashire

PR2 9NB

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

-

2,496

-

2,496

CURRENT ASSETS

Debtors

6

46,774

31,962

Cash at bank

20,687

17,560

67,461

49,522

CREDITORS

Amounts falling due within one year

7

290,809

68,182

NET CURRENT LIABILITIES

(223,348

)

(18,660

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(223,348

)

(16,164

)

CREDITORS

Amounts falling due after more than one year

8

(2,046,690

)

(3,068,685

)

PROVISIONS FOR LIABILITIES

-

(278

)

NET LIABILITIES

(2,270,038

)

(3,085,127

)

CAPITAL AND RESERVES

Called up share capital

2,394

2,042

Share premium

4,858,053

3,626,312

Retained earnings

(7,130,485

)

(6,713,481

)

SHAREHOLDERS' FUNDS

(2,270,038

)

(3,085,127

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 20 July 2026 and were signed on its behalf by:

Mr J R Price - Director

1.	STATUTORY INFORMATION

Nandi Proteins Limited is a private company, limited by shares , registered in Scotland. 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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Turnover

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

Grant income is recognised on receipt of the income.

A technology licensed fee is recognised as at the date of the sales invoice.

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 are being amortised evenly over their estimated useful life of 2 and 5 years.

Tangible fixed assets

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

Plant and machinery etc

-

20% on cost

Tangible assets are initially recognised at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses.

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 costs is written off in the year in which it is incurred.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The directors have decided to change the business in 2026 to a low cost, licensing model. All staff have been removed, facilities shut down and the entity is to collect royalties in order to meet its obligations.To assist with this funds have been raised since the year end through an unsecured loan note instrument. In addition, and at the same time, the Company entered into an inter creditor agreement with creditors which provides for settlement from cash in excess of working capital requirements. The Directors are therefore confident that the company will have sufficient funds to enable it to trade for more than twelve months beyond the date of signing the accounts.

The company will also be taking advantage of any and all grants available.

As such, the company continues to adopt the going concern basis in preparing the financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2024 - 5 ) .

4.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 January 2025

and 31 December 2025

10,178

AMORTISATION

At 1 January 2025

and 31 December 2025

10,178

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

-

5.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 1 January 2025

4,919

2,775

7,694

Disposals

(4,919

)

(2,775

)

(7,694

)

At 31 December 2025

-

-

-

DEPRECIATION

At 1 January 2025

3,255

1,943

5,198

Charge for year

935

423

1,358

Eliminated on disposal

(4,190

)

(2,366

)

(6,556

)

At 31 December 2025

-

-

-

NET BOOK VALUE

At 31 December 2025

-

-

-

At 31 December 2024

1,664

832

2,496

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Tax

35,235

15,824

VAT

1,971

6,444

Prepayments

9,568

9,694

46,774

31,962

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

26,222

2,249

Social security and other taxes

7,833

51,152

Other creditors

176,904

3,320

Accrued expenses

79,850

11,461

290,809

68,182

Included within other creditors is £174k relating to advance subscription agreements which were converted into shares in February 2026 as described in note 10.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Trade creditors

458,855

374,855

Other creditors

568,151

817,820

Other loans

1,019,684

1,876,010

2,046,690

3,068,685

9.	RELATED PARTY DISCLOSURES

The following transactions occurred during the year with related parties:

2025

2024

£

£

Management charges from the shareholder Frontier

48,000

50,500

IP Limited

Management charges from Shackleton Ventures

12,000

12,000

Limited, in which Mr H Stewart is a Director

Amounts owed to Frontier IP Limited in trade

378,455

320,855

creditors

Amounts owed to Shackleton Ventures Limited in

68,400

54,000

trade creditors

Amounts owed to Shareholders in other creditors

431,820

53,250

Amounts owed to Companies with a common Director in

94,370

-

other creditors

Amounts owed to Directors in other creditors

4,235

-

Management charges from Mr J R Price

-

24,000

Loan notes due to Shareholders/related parties

616,000

1,116,000

Loan notes due to Companies with a common

100,000

140,000

Director

Loan notes due to Directors

53,684

10,000

ASA due to Shareholders/related parties

33,700

33,700

ASA due to Companies with a common Director

140,300

140,300

10.	POST BALANCE SHEET EVENTS

On 15 February 2026 the Company issued 5,409 A ordinary shares of £0.01 each on the conversion of advance subscription agreements of £174,000.

On 17 February 2026 the Company issued loan notes of £130,000.

On 17 February 2026 the Company entered into an Intercreditor Agreement relating to the priority of unsecured creditors with Nesta Partners Limited, Scottish Enterprise, Frontier IP Limited, Shackleton Secondaries 3 LP, Shackleton Ventures Limited, Shackleton Finance Limited, Price Hambleton Investments Limited, David Flower and Lydia Campbell totalling £2,141,689 at 31 December 2025.

On 15 April 2026 the Company purchased and cancelled 14,018 A ordinary shares of £0.01 each for consideration of £14.08.

On 27 April 2026 Lydia Campbell resigned as a director.

11.	ULTIMATE CONTROLLING PARTY

In the opinion of the directors there is no overall controlling party at the balance sheet date.

12.	RIGHTS OF SHARES

Return of capital

Subject to the articles of association, on a winding up, share capital reduction or other return or distribution of capital or assets, any capital or assets shall be returned or distributed to the holders of Equity Shares (irrespective of class) pro rata according to the numbers of shares (irrespective of class) held by them respectively.

Voting rights

All classes of shares carry equal voting rights.

Options have been granted to subscribe for shares of the company as follows:

Date of issue

Number of shares at 01.01.25

Number of shares issued

Number of shares at 31.12.25

Exercise price

Share type

Expiry date

24.01.22

10,132

10,132

£17.30

1p A Ordinary

24.01.32

31.01.22

5,984

5,984

£17.30

1p A Ordinary

31.01.32