Company No: 06465874 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

Directors	M P Andreou
	D R Clark

Secretary

M P Andreou

Registered office	Unit 5 Blatchford Road
	Horsham
	West Sussex
	RH13 5QR
	United Kingdom

Company number

06465874 (England and Wales)

Accountant	Kreston Reeves LLP
	Springfield House
	Springfield Road
	Horsham
	West Sussex
	RH12 2RG

	Note	2025		2024
		£		£
Fixed assets
Tangible assets	5	82,874		174,394
Investments	6	23,885,193		21,992,980
		23,968,067		22,167,374
Current assets
Stocks	7	349,161		539,858
Debtors	8	330,926		463,842
Cash at bank and in hand	9	2,123,177		1,763,044
		2,803,264		2,766,744
Creditors: amounts falling due within one year	10	( 1,002,818)		( 669,885)
Net current assets		1,800,446		2,096,859
Total assets less current liabilities		25,768,513		24,264,233
Provision for liabilities	11	( 20,719)		0
Net assets		25,747,794		24,264,233
Capital and reserves
Called-up share capital	12	837		837
Capital redemption reserve		35		35
Profit and loss account		25,746,922		24,263,361
Total shareholders' funds		25,747,794		24,264,233

For the financial year ending 30 November 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 OptiGene Limited (registered number: 06465874) were approved and authorised for issue by the Board of Directors on 28 August 2026. They were signed on its behalf by:

M P Andreou Director

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

OptiGene 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 Unit 5 Blatchford Road, Horsham, West Sussex, RH13 5QR, 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 Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the 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 except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer.

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).

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

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 current 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.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Trademarks, patents and licences

10 years straight line

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:

Tools and equipment

3 - 5 years straight line

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.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

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.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

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 creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

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.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. 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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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.

Impairment of Stock - In determining the value of stock the directors must make judgements to arrive at net realisable value. Determining the net realisable value of the range of products requires judgement to be applied to determine the likely saleability of the product and the potential price that can be achieved. In arriving at any provision for net realisable value, the directors take into account the age, condition and quality of the inventory lines as well as the recent trends in sales.

3. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, excluding directors	2		2

4. Intangible assets

	Trademarks, patents and licences		Total
	£		£
Cost
At 01 December 2024	44,290		44,290
At 30 November 2025	44,290		44,290
Accumulated amortisation
At 01 December 2024	44,290		44,290
At 30 November 2025	44,290		44,290
Net book value
At 30 November 2025	0		0
At 30 November 2024	0		0

5. Tangible assets

	Tools and equipment		Total
	£		£
Cost
At 01 December 2024	1,180,275		1,180,275
Additions	999		999
At 30 November 2025	1,181,274		1,181,274
Accumulated depreciation
At 01 December 2024	1,005,881		1,005,881
Charge for the financial year	92,519		92,519
At 30 November 2025	1,098,400		1,098,400
Net book value
At 30 November 2025	82,874		82,874
At 30 November 2024	174,394		174,394

6. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 December 2024	9,042
At 30 November 2025	9,042
Carrying value at 30 November 2025	9,042
Carrying value at 30 November 2024	9,042

	Listed investments		Total
	£		£
Cost or valuation before impairment
At 01 December 2024	21,983,938		21,983,938
Additions	8,297,444		8,297,444
Disposals	( 8,440,111)		( 8,440,111)
Movement in fair value	2,034,880		2,034,880
At 30 November 2025	23,876,151		23,876,151
Carrying value at 30 November 2025	23,876,151		23,876,151
Carrying value at 30 November 2024	21,983,938		21,983,938

7. Stocks

	2025		2024
	£		£
Stocks	349,161		539,858

There are no material differences between the replacement cost of stock and the Balance Sheet amounts.

8. Debtors

	2025		2024
	£		£
Trade debtors	172,949		326,680
Amounts owed by own subsidiaries	52,114		73,353
Deferred tax asset	0		16,168
Other debtors	105,863		47,641
	330,926		463,842

9. Cash and cash equivalents

	2025		2024
	£		£
Cash at bank and in hand	2,123,177		763,044
Short-term deposits	0		1,000,000
	2,123,177		1,763,044

10. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	82,463		195,486
Amounts owed to own subsidiaries	0		9,042
Amounts owed to related parties	432,455		364,693
Taxation and social security	454,659		2,936
Other creditors	33,241		97,728
	1,002,818		669,885

Amounts owed to related undertakings are repayable on demand and do not bear interest.

11. Deferred tax

	2025		2024
	£		£
At the beginning of financial year	16,168		284,000
Charged to the Profit and Loss Account	( 36,887)		( 267,832)
At the end of financial year	( 20,719)		16,168

The deferred taxation balance is made up as follows:

	2025		2024
	£		£
Accelerated capital allowances	( 20,719)		( 43,599)
Tax losses carry forward	0		59,605
Other timing differences	0		162
	( 20,719)		16,168

12. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
837 Ordinary shares of £ 1.00 each	837		837

13. Financial commitments

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund. The total contributions in the year totalled £8,810 (2024 - £7,314). There were unpaid contributions at the year end totalling £Nil (2024 - £648) which is included within creditors.

14. Related party transactions

Transactions with the entity's directors

	2025		2024
	£		£
Dividends	0		4,650,000

Other related party transactions

	2025		2024
	£		£
OptiSense Limited - Purchase of Goods by OptiGene Limited	660,186		981,595
GeneSys Biotech Limited - Purchase of Goods by OptiGene Limited	1,271,975		1,215,071

There was an outstanding balance held in amounts owed to OptiSense Limited at the balance sheet date at a total of £432,455 (2024 - £364,693). OptiGene Limited is jointly controlled by personnel also deemed to have significant influence over OptiSense Limited.

There was an outstanding balance held in trade creditors owed to GeneSys Biotech Limited at the balance sheet date at a total of £67,409 (2024 - £174,307). OptiGene Limited is jointly controlled by personnel also deemed to have significant influence over GeneSys Biotech Limited.

15. Reserves

Capital redemption reserve

This reserve represents the par value of shares repurchased by the company.

Profit and loss account

This includes the current and prior period retained profits and losses.

16. Ultimate controlling party

The company is jointly controlled by M Andreou and D Clark.