The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Cytora Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, One London Wall, London, United Kingdom, EC2Y 5EB.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The accounts have been prepared on a going concern basis as the directors' have a reasonable expectation that the company has adequate resources to continue trading for the foreseeable future. The company recognised a loss of £6,334,982 (2024: £2,635,334) during the year and had accumulated losses at year end of £28,231,566 (2024: £24,051,569) and a net liability position of £7,248,840 (2024: £1,613,181). At the year end the company had cash reserves of £6,017,428 (2024: £3,447,475).

The directors regularly review the costs incurred by the company which enables them to manage cash burn and runway. In addition to this the directors are also working to secure additional revenue which will enhance the company's cash generation. Financing agreements are in place which provide the ability to drawdown a further $5m. The directors have prepared forecasts for a period of at least 12 months from the date of approval of these statements which indicates the company is able to operate with the funds available. Thus the directors believe the company to be going concern.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account any discounts. Revenue is recognised on a straight line basis over the period of the contract.

All expenditure on research and development is recognised as an expense when it is incurred.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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 current liabilities.

Basic financial instruments are measured at cost. The company has no other financial instruments or basic financial instruments measured at fair value.

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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 using the Black-Scholes model. 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.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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.

The company issues share options over its B ordinary shares. At the year end there were 21,799,508 (2024: 19,858,411) options in issue.

The options are only exercisable following a liquidity event. At the balance sheet date, the directors are not aware of any such events and cannot set a reliable expectation for this date. This means that the directors are not able to calculate a reasonable estimate for the valuation of these options.

In assessing the value of the research and development tax credit the directors have recognised £505,333 (2024: £546,380) as a receivable in the financial statements. This has been calculated based on the directors’ best estimate of what will be received based on the research and development tax claim report and supporting calculations.

From 1 April 2024, the UK R&D legislation has changed. Under the new legislation, the company qualifies for the merged scheme for R&D. In line with this change in legislation, the R&D claim for 2025 has has been recognised within other income.

In preparing these financial statements, the directors have made significant judgements in relation to the recognition and measurement of warrants issued by the company. The directors have assessed the probability of these warrants being exercised based on the terms and conditions of the instruments, market conditions, and historical exercise patterns.

Where the likelihood of exercise has been determined to be probable, the warrants have been measured at fair value using the Black-Scholes pricing model. This valuation technique incorporates key assumptions including the share price at the reporting date, expected volatility, risk-free interest rate, warrant term and expected dividend yield. These inputs are based on observable market data where available, and judgements where necessary.

The average monthly number of persons (including directors) employed by the company during the year was:

Details of the company's subsidiaries at 31 March 2025 are as follows:

Included within other creditors is an amount of £nil (2024: £1,262,377) which is a financing arrangement similar to an invoice discounting facility.

The discount rate applicable to this agreement was 13.9% and a total financing charge of £285,617 (2024: £154,775) has been recognised in the profit and loss account in the year.

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.

These notes are convertible into ordinary shares of the company upon the occurrence of specific events, including:

• Completion of a qualifying equity financing round

• At the election of a Noteholder majority on the completion of a non-qualified financing round

• On legal completion of an asset sale

• The notes are convertible at the holder’s discretion upon such events, or otherwise on the maturity date 3rd October 2025.

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

The effective rate of interest is 10%.

The equity component of the convertible loan notes has been credited to the equity reserve.

During the financial year, as the result of a share option exercise, the Company issued 84,375 B ordinary shares at par.

A ordinary shares have full voting, dividend and capital distribution rights (including on a winding up).

B ordinary shares have no voting, information or dividend rights and rank below B preference shares on a winding up.

Ordinary shares have full voting, dividend and capital distribution rights (including on a winding up).

B preference shares have full voting, dividend and capital distribution rights (including on a winding up).

Growth shares do not entitle the holders to receive notice of, attend, speak at or vote at any general meeting or written resolutions of the company.

Any profits which are distributed in respect of any financial year will be distributed as to 0.0001% to the holders of the growth shares pro rata to their respective holdings of growth shares and the balance among the holders of the ordinary and A ordinary shares pro rata to their respective holdings of such shares.

Upon liquidation 99.999% of company assets will be distributed to holders of B Preference Shares.

The remaining 0.001% of company assets will be distributed to the holders of Ordinary Shares, A Ordinary Shares, B Ordinary Shares and Growth shares pro rata according to the number of such Shares held.

Accumulated losses represents cumulative losses, net of dividends paid and other adjustments.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

On 16 July 2025, the company received a non-binding letter of intent from a third-party expressing interest in acquiring the entire issued share capital of the company. The proposed transaction is subject to further due diligence, negotiation of definitive agreements, and regulatory approvals. As a result of this, the company has reassessed the likelihood of a funding round occurring within the next 12 months. While this was considered probable at year-end, recent developments have made it highly unlikely.

As the letter of intent was received after the reporting date and does not provide evidence of conditions that existed at the balance sheet date, it is considered a non-adjusting event under Section 32 of FRS 102. Accordingly, no adjustments have been made to the financial statements in respect of this matter.

No individual shareholder has a controlling interest in the company.