ACCOUNTS - Final Accounts preparation

Registered number: 13162770

Crosstalk Therapeutics Ltd

Financial statements

Information for filing with the registrar

For the Year Ended 31 December 2024

Crosstalk Therapeutics Ltd

Registered number: 13162770

Balance Sheet

As at 31 December 2024

		2024		11 month period to 31 December 2023
Note		£		£


Current assets
Debtors: amounts falling due within one year	4	44,630		49,709
Cash at bank and in hand		16,665		683,183
		61,295		732,892
Creditors: amounts falling due within one year	5	(500,777)		(88,955)
Net current (liabilities)/assets			(439,482)		643,937
Total assets less current liabilities			(439,482)		643,937
Creditors: amounts falling due after more than one year	6		-		(3,259,252)

Net liabilities			(439,482)		(2,615,315)

Capital and reserves
Called up share capital	8	443	1
Share premium account	9	2,999,628	-
Other reserves	9	371,033	-
Profit and loss account	9	(3,810,586)	(2,615,316)
		(439,482)	(2,615,315)

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 30 September 2025.

N A Williams

Director

The notes on pages 2 to 6 form part of these financial statements.

Page 1

Crosstalk Therapeutics Ltd

Notes to the Financial Statements

For the Year Ended 31 December 2024

1.	General information

Crosstalk Therapeutics Limited is a private limited company by shares and is incorporated in England with the registration number 13162770. The address of the registered office of the company is Innovation House, Innovation Way, Discovery Park, Sandwich, Kent, CT13 9FF.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 financial statements are rounded to the nearest pound.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

Going concern

The company has been bought by a new parent who is fully invested in supporting the company for its operational and working capital needs. The company has limited activity planned in the future, and most costs will be marked up and recharged to the parent at cost + 10%.
Consequently, with parent's support the going concern basis has been adopted in preparing these financial statements.

2.3

Foreign currency translation

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'.

Page 2

Crosstalk Therapeutics Ltd

Notes to the Financial Statements

For the Year Ended 31 December 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue comprises recharges of expenses incurred on behalf of the parent company, plus an agreed markup. Revenue is recognised when the related services have been provided and the amounts can be reliably measured, it is probable that economic benefits will flow to the company, and the performance obligations have been satisfied.
Where expenses are recharged, revenue is recognised at the point the underlying cost is incurred and invoiced, reflecting the transfer of services to the parent company.

2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

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.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.9

Taxation

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.

2.10

Debtors

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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Crosstalk Therapeutics Ltd

Notes to the Financial Statements

For the Year Ended 31 December 2024

2.Accounting policies (continued)

2.11

Cash and cash equivalents

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.

2.12

Creditors

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.

Employees

The company has no employees other than the directors (2023: Nil) who did not receive any renumeration.

Debtors

					2024	11 month period to 31 December 2023
					£	£


Other debtors	44,142	38,066
Prepayments	488	11,643
	44,630	49,709

5.	Creditors: Amounts falling due within one year
		2024	11 month period to 31 December 2023
		£	£

Trade creditors	11,221	66,405
Amounts owed to group undertakings	475,852	-
Accruals	13,704	22,550
	500,777	88,955

Page 4

Crosstalk Therapeutics Ltd

Notes to the Financial Statements

For the Year Ended 31 December 2024

6.	Creditors: Amounts falling due after more than one year
		2024	11 month period to 31 December 2023
		£	£

Convertible loan note	-	3,259,252
	-	3,259,252

The convertible loan notes are convertible to shares in the capital of the company:
a) automatically, on the company raising £10m or more through issue of the equity securities before the repayment date; or
b) at the election of the lenders, on the company raising less that £10m through issue of equity securities before the repayment date.
The convertible loan notes issued by the company are held by its shareholders. They are unsecured and interest is charged at 8%.
On the 20 June 2024 the convertible loan notes converted to 3,731,297 ordinary shares of £0.0001 each.

7.	Loans

		2024	2023
		£	£


Amounts falling due 1-2 years
Convertible loan note	-	3,259,252


	-	3,259,252

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Crosstalk Therapeutics Ltd

Notes to the Financial Statements

For the Year Ended 31 December 2024

8.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

4,425,609 (2023 - 10,000) Ordinary shares of £0.0001 each	443	1

During the year, 4,425,509 shares were issued at nominal value of £0.0001 per share.

Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued by the company. Share premium may only be utilised to write-off any expenses incurred or commissions paid on the issue of those shares, or to pay up new shares to be allotted to members as fully paid oinus shares.

Other reserves

During the year, the company converted a previously issued convertible loan into equity. In accordance with Section 22 of FRS 102, the loan was initially split into liability and equity components. the liability component was measured was measured at the present value of future payments discounted at a market rate of interest for a similar instrument.

Upon conversion, the principal amount of the loan was transferred to share capital and share premium, However the cumulative interest accrued on the liability component, which had not been included in the share premium calculation was transferred to an other reserve.

Profit and loss account

This reserve comprises all current and prior period retianed profits and losses after deducting any distributions made to the company's shareholders.

10.	Related party transactions
	Shareholders converted their convertible loan notes during the year. See note 6. All other related party transactions during the current period, were made under normal market conditions.

11.	Controlling party

The company is a 100% subsidiary of Ethyreal Bio, Inc (previously known as Tshaka Bio, Inc), a Delaware corporation with its registered office at 850 New Burton Road, Suite 201, City of Dove, County of Kent, 19904, State of Delaware, USA.

12.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 30 September 2025 by Peter Hine (Senior Statutory Auditor) on behalf of Frazier & Deeter (UK Audit) LLP.

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