Gilion Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2025

1	General information

Gilion Ltd (the 'company') is a private company limited by share capital, registered in England and Wales under the Companies Act. The address of the registered office is given on page 1.

2	Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

The directors have considered the company’s financial position, liquidity and future performance together with financial projections for the company over the foreseeable future and have also reviewed the ongoing committed financial support from the company's parent undertaking and are confident that this will be available for the foreseeable future. After making enquiries, the directors are satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements.

Gilion Ltd is reliant on the support of Gilion International AB as the parent company which is committed to the UK market and has demonstrated its support through a letter of support.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional currency of the company is considered to be pound sterling (£) because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pound sterling (£).

Summary of disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The company is consolidated in the financial statements of its parent, Gilion International AB, which may be obtained from Eriksbergsgatan 27, Stockholm, 11430, Sweden. Exemptions have been taken in these separate company financial statements in relation to financial instruments, presentation of a cash flow statement, transactions with group entities and remuneration of key management personnel.

Gilion Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

2	Accounting policies (continued)

Critical judgements and key sources of estimation uncertainties

There were no key sources of estimation uncertainties or critical judgements made by the directors in the process of applying the company’s accounting policies with significant effect on the amounts recognised in the financial statements.

Revenue recognition

Revenue comprises origination fees earned in connection with services carried out on behalf of group entities.
Revenue comprises the fair value of consideration receivable and is recognised net of value added tax where applicable.
The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific performance obligations have been met.

Foreign currency transactions and balances

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Tax

The tax expense for the period comprises current tax. Tax is recognised in the income statement, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Cash and cash equivalents

Cash and cash equivalents comprise of bank current account balances and are subject to an insignificant risk of change in value.

Receivables

Trade and other receivables that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment. Those that are receivable after more than one year or that constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment.

Gilion Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

2	Accounting policies (continued)

Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade and other payables that are payable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be paid. Those that are payable after more than one year or that constitute a financing transaction are recorded initially at transaction price and subsequently at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs.
Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Gilion Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

2	Accounting policies (continued)

Share based payments

Employees of the company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions) granted to them in a scheme operated by a parent company. This scheme relates to shares in a parent company. The share options will vest over a 4 year period with the option to then exercise over the following 6 years.

Share-based payments are measured on the basis of reasonable allocation of the expense for the group (based on the costs attributable to the company's employees), calculated in accordance with Section 26 of FRS 102.

The share options have been granted by the parent company, Gilion International AB, which are not charged back to the company. The benefit received by the company is therefore considered a capital contribution recognised in equity.

Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 2 (2024 - 2).

4

Taxation

Tax charged/(credited) in the income statement

	2025 £	2024 £
Current taxation
UK corporation tax	-	-

The standard rate of UK corporation tax applied to the reported profit before tax for the year is 25% (2024 - 25%).

The difference between the total tax charge shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is as follows:

Gilion Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

4	Taxation (continued)

	2025 £	2024 £
Loss before tax	(955,041)	(448,983)
Corporation tax at standard rate	(238,760)	(112,246)
Effect of expense not deductible in determining taxable profit (tax loss)	89,529	18,513
Effect of tax losses	149,231	93,733
Total tax charge/(credit)	-	-

Deferred tax

There are £1,266,425 of unused tax losses (2024 - £673,305) for which no deferred tax asset is recognised in the statement of financial position.

5	Receivables

	2025 £	2024 £
Other debtors	5,527	27,500
Amounts owed by group undertakings	82,550	-
Prepayments	19,490	48,892
	107,567	76,392

The amount due from the parent undertaking disclosed as falling within one year is unsecured, payable on demand and is non-interest bearing.

6	Cash and cash equivalents

	2025 £	2024 £
Cash at bank	24,597	31,669

Gilion Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

7

Payables

	2025 £	2024 £
Due within one year
Trade payables	1,890	22,578
Amounts owed to group undertakings	46,342	20,764
Taxation and social security	14,213	13,031
Accrued expenses	9,994	5,148
Other payables	4,956	4,844
	77,395	66,365

The amounts owed to group undertakings represent the interest payable on group loan balances. Interest is charged at 3.532% and recognised in the profit and loss account.

	2025 £	2024 £
Due after one year
Accrued expenses	62,574	19,145
Amounts owed to group undertakings	1,325,669	715,669
	1,388,243	734,814

The amount owed to group undertaking disclosed as falling due after one year is unsecured, interest bearing and has no fixed repayment date.

Gilion Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

8	Share capital and reserves

Allotted, called up and fully paid shares

	2025		2024
	No.	£	No.	£
Ordinary share of £1	1	1	1	1

Reserves

The capital contribution reserve relates to a share-based payment arrangement pursuant to a plan established by a parent company and this equity capital contribution is the company's share of the employee options expense.

The retained earnings reserve represents cumulative profit or losses net of dividends paid and other adjustments.
 

9	Pension scheme

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £27,515 (2024 - £11,976).

Contributions totalling £4,956 (2024 - £4,844) were payable to the scheme at the end of the year and are included in payables.

10	Share-based payments

The Company has taken advantage of the disclosure exemptions provided by FRS 102 as the required disclosures are included in the consolidated financial statements of Gilion Holding AB. The Company measures its share-based payment expense based on the entitlements of its employees participating in the scheme.

The cost recognised by the Company in the income statement amounted to £358,113 (2024 - £73,873).

Gilion Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

11	Related party transactions

The company is a wholly owned subsidiary member of its group and has therefore taken advantage of the provisions of paragraph 1AC.35 of FRS 102 - Small Entities not to disclose transactions with entities that are wholly owned members of the group.

12	Parent and ultimate parent undertaking

The smallest and the largest group in which the results of the company are consolidated is that headed by Gilion Holding AB, incorporated in Sweden, the accounts of which can be obtained from Eriksbergsgatan 27, Stockholm, 11430, Sweden.

 The company's immediate parent is Gilion International AB, incorporated in Sweden.

 The ultimate controlling party is Gilion Holding AB.

13	Events after the financial period

There have been no significant events between the year end and the date of the approval of these accounts which would require a change to, or disclosure in, the financial statements.

14	Audit report

The Independent Auditor's Report was unqualified.

The name of the Senior Statutory Auditor who signed the audit report on 1 September 2026 was Leanne Humphreys FCCA, who signed for and on behalf of Shaw Gibbs (Audit) Limited.