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Registered number:
FOR THE YEAR ENDED 31 MARCH 2026
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SERAPHIM SPACE MANAGER LLP
INFORMATION
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SERAPHIM SPACE MANAGER LLP
MEMBERS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The members present their annual report together with the audited financial statements of Seraphim Space Manager LLP (the "LLP") for the ended 31 March 2026.
Principal activities
The principal object of the LLP is to carry on the business of being the investment manager of Seraphim Space Investment Trust plc (“SSIT”) and Seraphim Space Ventures II LP ("SSV II") as well any other funds or investment vehicles which it may establish or assume any responsibility for (together, the “Funds”). The LLP is also the AIFM of SSIT and SSV II.
Designated Members
M Boggett, J Bruegger, R Desborough, K Mumford, S Shackleton and A Ronsoehr were designated members of the LLP throughout the financial year.
Members' capital and interests
Each member's subscription to the capital of the LLP is determined by the LLP agreement dated 29 April 2024. Capital is repayable in circumstances permitted by the Financial Conduct Authority ("FCA").
Details of changes in members' capital in the year ended 31 March 2026 are set out in the reconciliation of members' interests.
Members are remunerated from the profits of the LLP and are required to make their own provision for pensions. Profits are allocated and divided between members after finalisation of the financial statements. Members draw a proportion of their profit shares monthly during the year in which it is made, with the balance of profits being distributed after the year or being held for working capital purposes, subject to the cash requirements of the business.
Future Outlook
The LLP acts as investment manager and AIFM to SSIT and SSV II and continues to execute its investments into existing portfolio companies and further SpaceTech businesses.
During the financial year, the LLP continued to raise funds for SSV II, which had its first close on 19 April 2024 and its final close on 25 March 2026. The LLP acts as investment manager and AIFM to this private fund. The global macroeconomic and geopolitical environment does not appear to have significantly negatively impacted either the Fund's existing portfolios or the wider Space lndustry during the last year. The trend of increasing defence spend globally has actually positively impacted a number of portfolio companies. Accordingly, the members of the LLP consider it appropriate to prepare the accounts on a going concern basis.
Members' responsibilities statement
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008), the members must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the LLP and of the profit or loss of the LLP for that period.
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SERAPHIM SPACE MANAGER LLP
MEMBERS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
In preparing these financial statements, the members are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the LLP will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and to enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Disclosure of information to auditor
Each of the persons who are members at the time when this is approved has confirmed that:
∙so far as that member is aware, there is no relevant audit information of which the LLP's auditor is unaware, and
∙that member has taken all the steps that ought to have been taken as a member in order to be aware of any relevant audit information and to establish that the LLP's auditor is aware of that information.
Auditor
The auditor, Blick Rothenberg Audit LLP, has indicated its willingness to continue in office. The Designated members will propose a motion re-appointing the auditor at a meeting of the members.
This report was approved by the members on 21 July 2026 and signed on their behalf by:
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SERAPHIM SPACE MANAGER LLP
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERAPHIM SPACE MANAGER LLP
FOR THE YEAR ENDED 31 MARCH 2026
We have audited the financial statements of Seraphim Space Manager LLP (the 'LLP') for the year ended 31 March 2026, which comprise the statement of comprehensive income, the balance sheet, the reconciliation of members' interests and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the LLP's affairs as at 31 March 2026 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006, as applied to limited liability partnerships by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the LLP in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the members' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the LLP's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the members with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our auditor's report thereon. The members are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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SERAPHIM SPACE MANAGER LLP
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERAPHIM SPACE MANAGER LLP (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006, as applied to limited liability partnerships, requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙we have not received all the information and explanations we require for our audit; or
∙the members were not entitled to prepare the financial statements in accordance with the small limited liability partnerships regime.
As explained more fully in the members' responsibilities statement set out on page 1, the members are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the members determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the members are responsible for assessing the LLP's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the members either intend to liquidate the LLP or to cease operations, or have no realistic alternative but to do so.
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SERAPHIM SPACE MANAGER LLP
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERAPHIM SPACE MANAGER LLP (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • we identified the laws and regulations applicable to the Limited Liability Partnership through discussions with designated members and other management, and from our commercial knowledge and experience of the investment management sector; • we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Limited Liability Partnership, including the Companies Act 2006 as applied to limited liability partnerships by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, data protection legislation and anti-bribery; • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Limited Liability Partnership’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: • performed analytical procedures to identify any unusual or unexpected relationships; • tested a sample of journal entries to identify unusual transactions; • assessed whether judgements and assumptions made in determining the accounting estimates set out in notes were indicative of potential bias; and • investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: • agreeing financial statement disclosures to underlying supporting documentation; • reading the minutes of meetings of those charged with governance; • enquiring of management as to actual and potential litigation and claims; and reviewing correspondence relevant regulators. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards require that we identify non-compliance with laws and regulations through enquiry of the designated members and other management and the inspection of regulatory and legal correspondence, if any, as well as any additional procedures deemed necessary. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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SERAPHIM SPACE MANAGER LLP
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SERAPHIM SPACE MANAGER LLP (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, as applied by Part 12 of The Limited Liability Partnerships (Accounts and Audit) (Applications of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the LLP's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the LLP and the LLP's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Richard Hinton (senior statutory auditor)
for and on behalf of
Blick Rothenberg Audit LLP
Chartered Accountants
Statutory Auditor
16 Great Queen Street
London
WC2B 5AH
21 July 2026
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SERAPHIM SPACE MANAGER LLP
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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SERAPHIM SPACE MANAGER LLP
BALANCE SHEET
AS AT 31 MARCH 2026
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SERAPHIM SPACE MANAGER LLP
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2026
The financial statements were approved and authorised for issue by the members and were signed on their behalf on
The notes on pages 12 to 18 form part of these financial statements.
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RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 MARCH 2026
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RECONCILIATION OF MEMBERS' INTERESTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
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SERAPHIM SPACE MANAGER LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Seraphim Space Manager LLP Is a limited liability partnership incorporated in the UK and registered in England and Wales.
The principal activity of the LLP is disclosed in the Members' report. The LLP's registered address is The Jellicoe, Unit 3,05, 5 Beaconsfield Street, Kings Cross, London, N1C 4EW (Previously: 2nd Floor One Fleet Place, London, England, EC4M 7WS).
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006 and the requirements of the Statement of Recommended Practice 'Accounting by Limited Liabilities Partnerships'. 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 preparation of financial statements in compliance with FRS102 requires the use of certain critical accounting estimates. Management does not consider there are any key accounting estimates or assumptions made that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Management is also required to exercise judgment in applying the entity's accounting policies. Due to the straight forward nature of the business management consider that no critical judgments have been made in applying the entity's accounting policies. The LLP is the parent undertaking of a small group and as such is not required by the Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the LLP as an individual undertaking and not about its group.
The following principal accounting policies have been applied:
After making enquiries and considering the cash runway and current performance of the portfolio companies in the SSIT and SSV II, the members have a reasonable expectation that the LLP has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the members continue to adopt the going concern basis in preparing the annual report and financial statements.
performance fees net of valued added tax. Management fees are recognised as they accrue across the year. Performance fees are recognised on crystallisation.
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SERAPHIM SPACE MANAGER LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
The LLP does not trade in financial instruments and all such instruments arise directly from operations. All trade and other debtors are initially recognised at transaction value, as none contain in substance a financing transaction. Thereafter trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The LLP does not hold collateral against its trade and other receivables so its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment. The LLP's cash holdings comprise on demand balances. All cash is held with banks with strong external credit ratings. Trade and other creditors and accruals are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished. As the LLP only has short term receivables and payables, its net current asset position is a reasonable measure of its liquidity at any given time.
Functional and presentation currency
Transactions and balances
The LLP is exempt under section 33 of FRS102 from disclosing transactions or balances between wholly owned group companies.
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SERAPHIM SPACE MANAGER LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
A division of profits is the mechanism by which the profits of an LLP become a debt due to members. A division may be automatic or discretionary, may relate to some or all of the profits for a financial period and may take place during or after the end of a financial period.
An automatic division of profits is one where the LLP does not have an unconditional right to avoid making a division of an amount of profits based on the members' agreement in force at the time, whereas a discretionary division of profits requires a decision to be made by the LLP, which it has the unconditional right to avoid making. The LLP divides profits both automatically and discretionarily. Automatic divisions of profits are recognised as 'Members' remuneration charged as an expense' in the Profit and loss account. Discretionary divisions of profits are recognised as amounts due to members, although these were used to offset amounts which were drawn by members in the past or, were recognised as loan assets repayable. Profits of the LLP which are not yet divided among the members are shown under 'Other reserves' on the Reconciliation of Member's interests, pending a discretionary decision to distribute the profits.
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SERAPHIM SPACE MANAGER LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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SERAPHIM SPACE MANAGER LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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SERAPHIM SPACE MANAGER LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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SERAPHIM SPACE MANAGER LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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