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Registered number: 11294505 NRG THERAPEUTICS LTD FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 30 APRIL 2025
NRG THERAPEUTICS LTD REGISTERED NUMBER: 11294505 BALANCE SHEET AS AT 30 APRIL 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 4,812 |  | 7,842
|  |  | 4,812 |  | 7,842
Current assets |  |  |  |  |
Debtors | 5 | 906,169 |  | 1,443,284 |
Cash at bank and in hand |  | 3,557,769 |  | 5,252,323 |
|  | 4,463,938 |  | 6,695,607 |
Creditors: amounts falling due within one year | 6 | (2,192,833) |  | (1,794,832) |
Net current assets |  |  | 2,271,105 |  | 4,900,775
Total assets less current liabilities |  |  | 2,275,917 |  | 4,908,617
Net assets |  |  | 2,275,917 |  | 4,908,617
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 5,340 |  | 4,534
Share premium account | 8 |  | 21,613,805 |  | 17,614,607
Profit and loss account | 8 |  | (19,343,228) |  | (12,710,524)
|  |  | 2,275,917 |  | 4,908,617
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. 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 by:
................................................ N D Miller
Director
Date: 10 October 2025
The notes on pages 3 to 10 form part of these financial statements. Page 1
NRG THERAPEUTICS LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 May 2023 | 4,534 | 17,614,607 | (5,287,841) | 12,331,300
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (7,422,683) | (7,422,683)
At 1 May 2024 | 4,534 | 17,614,607 | (12,710,524) | 4,908,617
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (6,632,704) | (6,632,704)
Contributions by and distributions to owners |  |  |  |
Shares issued | 806 | 3,999,198 | - | 4,000,004
At 30 April 2025 | 5,340 | 21,613,805 | (19,343,228) | 2,275,917
| The notes on pages 3 to 10 form part of these financial statements.
Page 2
NRG THERAPEUTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
1. | General information
NRG Therapeutics Limited is a private company, limited by shares, and incorporated in England and Wales, United Kingdom. The registered number is: 11294505. The principal activity is research and experimental development in biotechnology. The registered office is Stevenage Bioscience Catalyst, Gunnels Wood Road, Stevenage, Hertfordshire, SG1 2FX. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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:
| 2.2 | Going concern
The financial statements have been prepared on a going concern basis, notwithstanding that the Company incurred a loss after tax of £6,632,704 for the year ended 30 April 2025 and remains dependent on securing further investment. However, since the year end, the Company has successfully raised £50 million through a combination of new and existing investor participation, to support the progression of its lead programme into clinical studies expected to commence in late 2025. A portion of this funding has already been received, with the remainder contractually committed and expected in tranches over the coming months. The Directors have prepared detailed cash flow forecasts covering a minimum period of 12 months from the date of approval of these financial statements. These forecasts indicate that, with the secured funding, the Company will have sufficient resources to meet its obligations and continue operations until at least 2028. Accordingly, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. These financial statements do not include any adjustments that would arise if the going concern basis were no longer appropriate. Page 3
NRG THERAPEUTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP and rounded to the nearest £1. 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.
| 2.4 | 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. 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.
| 2.5 | Grant income
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.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Pensions
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. Page 4
NRG THERAPEUTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.Accounting policies (continued)
| 2.8 | 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 corporation 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. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.9 | Tangible fixed assets
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. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. 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:
|  |  |  | Computer equipment | - | 33% Straight line method
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.
| 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. Page 5
NRG THERAPEUTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 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.
| 2.13 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. 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. 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. Page 6
NRG THERAPEUTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
3. | Employees
| The average monthly number of employees, including directors, during the year was 7 (2024 - 6).
4. | Tangible fixed assets
|  | Computer equipment
|  | £
| Cost or valuation |
| At 1 May 2024 | 15,608
| Additions | 2,608
| At 30 April 2025 | 18,216
| Depreciation |
| At 1 May 2024 | 7,766
| Charge for the year | 5,638
| At 30 April 2025 | 13,404
| Net book value |
| At 30 April 2025 | 4,812
| At 30 April 2024 | 7,842
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 6,068 | 19,619
|  | 6,068 | 19,619
| Due within one year |  |
| Other debtors | 790,123 | 1,088,163
| Prepayments and accrued income | 109,978 | 335,502
|  | 906,169 | 1,443,284
Page 7
NRG THERAPEUTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 723,942 | 990,138
| Other taxation and social security | 30,164 | 34,821
| Other creditors | 283 | 501,686
| Accruals and deferred income | 1,438,444 | 268,187
|  | 2,192,833 | 1,794,832
7. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 900,000 (2024 - 900,000) Ordinary shares shares of £0.001 each | 900 | 900
|  | 407,925 (2024 - 407,925) Series A1 shares shares of £0.001 each | 408 | 408
|  | 4,032,257 (2024 - 3,225,807) Series A2 shares shares of £0.001 each | 4,032 | 3,226
|  |  | 5,340 | 4,534
During the year, 806,450 Series A2 shares of £0.001 each were issued. In total, cash consideration of £3,999,992 was paid.
8. | Reserves
Share premium account The share premium account are premiums paid on shares issued. Profit and loss account The profit and loss account represents cumulative profits or losses, net of dividends paid. Page 8
NRG THERAPEUTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
9. | Share-based payments
| During the year ended 30 April 2025 the Company granted no further share options (2024: 125,000). The options issued are exercisable on an exit event for £0.001 per share. The scheme consists of both qualifying EMI options and non-qualifying options. Charges in respect of these schemes are recognised in the Statement of Comprehensive Income.
|  | Number 2025 | Number 2024
| Outstanding at the beginning of the year | 657,168 | 532,168
| Granted during the year | - | 125,000
| Outstanding at the end of the year | 657,168 | 657,168
10. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £100,502 (2024 - £48,710) . Contributions totalling £Nil (2024 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.
11. | Commitments under operating leases
| At 30 April 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 10,503 | 5,335
| Later than 1 year and not later than 5 years | 4,376 | -
|  | 14,879 | 5,335
12. | Post balance sheet events
Subsequent to the balance sheet date, the Company has secured a funding agreement totalling £50 million for the issuance of Series B shares. The investment is structured to be received in multiple tranches, with an initial amount having been received. On 14 July 2025, the Company issued 2,032,258 Series B shares of £0.001 each at a premium of £4.96 per share, raising total proceeds of £10,080,000. On 27 August 2025, the Company issued 387,097 Series B shares of £0.001 each at a premium of £4.96 per share, raising total proceeds of £1,920,001. Page 9
NRG THERAPEUTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
13. | Auditors' information
The auditors' report on the financial statements for the year ended 30 April 2025 was unqualified. The audit report was signed on 10 October 2025 by Sean McCann FCA (Senior Statutory Auditor) on behalf of Price Bailey LLP.
Page 10