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Registered number: 05974331
SISAF LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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SISAF LTD
CONTENTS
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Notes to the Financial Statements
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SISAF LTD
REGISTERED NUMBER: 05974331
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Net assets excluding pension asset
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Equity attributable to owners of the parent Company
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Page 1
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SISAF LTD
REGISTERED NUMBER: 05974331
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 April 2026.
Dr Roghieh Suzanne Saffie-Siebert
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The notes on pages 3 to 16 form part of these financial statements.
Page 2
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
SiSaf Ltd is a private Company limited by shares incorporated in England and Wales. The registered office is 8 Frederick Sanger Road, Surrey Research Park, Guildford, GU2 7YD .
2.Accounting policies
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Basis of preparation of financial statements
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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.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
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 following principal accounting policies have been applied:
During the year ended 31 December 2025, the Company incurred a total comprehensive loss of £2,522,871 (2024: £8,529,264) and has accumulated losses of £32,577,954 (2024: £30,055,083) at the balance sheet date in respect of research and development activities. However, despite these losses, the directors are confident that with continued support from its investors and with expected future income streams the Company can continue for the following 12 months.
Since the Company's foundation, it has been able to attract funding to support the development of the Company and fund its research and development activities. The directors have prepared detailed cashflow projections and have considered the cash burn expected in the Company for the next 12 months. Taking into consideration additional convertible loans received post year end from their investors, other inflows of expected cash and reduced spend on external G&A, the directors are of the opinion that the Company will have sufficient funds to be able to pay its debts as they arise and continue to trade for a period of at least 12 months from the date of signing.
The directors have taken all necessary steps to ensure that the Company will continue to trade and as a result, have concluded that the financial statements should be prepared on the going concern basis. The financial statements do not included any adjustments necessary should the going concern basis not be appropriate.
Page 3
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Page 4
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Research and development expenditure
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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.
The Company expenses all patent costs through the profit and loss account.
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Operating leases: the Company as lessor
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Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Page 5
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Page 6
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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.
Depreciation is provided on the following basis:
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Short-term leasehold property
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Stocks held for Research & Development activities are deemed to have £nil net realisable value and are therefore valued at £nil in the financial statements.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Page 7
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the
Page 8
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Non-Basic Financial Liabilities
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being
Page 9
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Share options valuation
Included within other reserves are amounts relating to share options which were granted by Sisaf Ltd to key employees and consultants for the group. The Company has estimated the fair value of these options at the grant date based on an external group valuation and investment round income.
Management charge
Management income is based on a number of assumptions by management and an estimation of costs incurred which are to be re-allocated to group companies.
Research & Development
Research and Development refund claims are estimated at the time when the financial statements are being prepared and subsequently corrected in the year in which the refund is receivable based on a best estimate of eligibility of those expenses incurred in the carrying out of R&D Activities. They are subsequently corrected, where necessary in the year in which the refund is received.
Going concern
The financial statements have been prepared on a going concern basis. The Directors have considered
the financial position of the Company, its short-term and long-term cash requirements, liquidity position and borrowing facilities. They have also considered the Company’s business activities, income levels, current inflation pressures and other factors likely to affect its future development, performance and position. The key consideration for the directors is the availability of sufficient cash to fund the cashflow requirements of the Company as they fall due and the continued support from the investors of the Company.
Convertible Loans
Fair value of the convertible loan notes continues to be valued in full based upon all available information, which includes assumptions and judgments regarding circumstances in the future, which could have an impact. Estimates and judgements in respect of future events and cashflows are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Page 10
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The average monthly number of employees, including the directors, during the year was as follows:
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Exceptional items - write off of group balances
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Included within the profit and loss account in the prior year was an exceptional charge of £5,287,883 relating to the write off of a group balance. This balance had been formally waived by the company.
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Exceptional fair value movements
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Included within the profit and loss account is an exceptional loss of £402,817 (2024: £Nil loss) relating to the change in fair value of non-basic financial liabilities in the form of convertible loan notes.
Also included within the proft and loss account is an exceptional loss of £335,378 (2024: ££251,071) in respect of share options vested in the year ended 31 December 2025.
Page 11
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charge for the year on owned assets
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Investments in subsidiary companies
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Raw materials and consumables
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Stock is stated after a provision for impairment of £Nil (2024: £Nil).
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Page 12
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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Included in trade debtors is a bad debt provision of £Nil (2024 : £172,983)
All trade debtors are due within the Company's normal terms.
Amounts owed by group undertakings are unsecured, with no interest, and are payable on demand.
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Cash and cash equivalents
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Page 13
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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The repayment of trade creditors are within agreed supplier terms. No interest is payable on trade creditors.
Included in trade creditors is a balance of £Nil (2024: £2,500) owed to a director of the company. This balance is unsecured, interest free and repayable on demand.
Included in other creditors is a balance of £Nil (2024: £777,841) in relation to an advancement from existing investors for the convertible loan note executed in 2025.
Amounts owed to group undertakings are unsecured, with no interest, and are repayable on demand.
Sprk Capital limited hold a fixed charge and floating charge over the property or undertaking of the company.
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Creditors: Amounts falling due after more than one year
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Convertible loans represents loan notes entered into with principal of £1,524,986 and interest of £119,824 accrued at an annual interest rate of 10% per annum (non-compounding), payable on redemption. This loan will be converted into a variable number of shares (depending on the price per share at conversion) as follows and at the earlier of:
a. automatically on the Company’s next Relevant Fund Raising at a discount to the price per share paid in that round; or
b. at the option of the majority of the holders at a pre-agreed conversion price; or
c. on exit, sale or IPO either (i) be repaid in cash by the Company with a redemption premium and accrued interest or (ii) convert into equity, whichever provides the higher amount to the holders; or
d. at the maturity of the loan on 31 December 2026 at which time the holders have the option to choose for it to be repaid in cash by the Company with a redemption premium and accrued interest or to convert into equity.
Total liabilities outstanding represent the initial £1,524,986 loan and £119,824 interest, plus £402,817 fair value losses on the debt and interest elements which have been recognised as exceptional items through the Profit and Loss Account on re-measurement at the balance sheet date. The fair value valuation was provided by the Directors, who concluded that there was no deemed equity element to the debt. The discounted cash flow method was used to calculate the net present value of the debt.
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Page 14
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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There was a loss of £335,378 (2024: ££251,071) in respect of share options vested in the year ended 31 December 2025. This is shown as an exceptional item in the profit and loss account.
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Forfeited during the year
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Exercised during the year
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Outstanding at the end of the year
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Share options vested in the year
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A contingent liability exists to repay grants should certain conditions under which they were awarded cease to be met, as stated in the Letters of Offer.
In the course of doing business, the Company enters into various agreements related to servicing contracts. These agreements typically include commitments and indemnifications which could create a liability for the Company in the event of damages or injuries related to providing these services. Management believes the Company is adequately insured. However, future claims related to these agreements could significantly affect the Company’s financial results if a loss was incurred as a result of these agreements.
The Company may subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material effect on the financial condition or results of operations of the Company.
The Company has expensed all patent costs through the profit and loss account, which are therefore not reflected in the balance sheet of the company. The Company has filed various patent applications in the UK and other territories. The Company is in the process of commercialising this technology and expects to see substantial revenue growth.
Page 15
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SISAF LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The Company has availed of the exemption under FRS 102 in relation to the disclosure of transactions with wholly owned group companies.
Included in trade creditors is a balance of £Nil (2024: £2,500) owed to a director of the company. This balance is unsecured, interest free and repayable on demand.
Consultancy fees of £2,500 (2024: £33,000) were paid to a director of the company.
ncluded within the profit and loss account is a charge of £52,056 (2024:£5,287,883 included in exceptional items) relating to the write off of a group balance. This balance has been formally waived by the company.
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Post balance sheet events
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SiSaf has entered into Convertible Loans with investors amounting to $3.7m.
Given the diversity of the shareholdings in the Company, there is no one individual considered to be the controlling party.
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Auditor's liability limitation agreement
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The directors, on behalf of the Company have entered into a Limited Liability Agreement on 11 December 2024, with their auditors. The auditors liability is limited to an amount which is considered fair and reasonable. This has been disclosed in line with Company's legislation.
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 27 April 2026 by Deborah Mullen (Senior Statutory Auditor) on behalf of AAB Group Accountants Limited.
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