Cell Therapy Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—10

1. General Information

Cell Therapy Limited is a private company, limited by shares, incorporated in England & Wales, registered number 06970743 . The registered office is Celixir House, Stratford-upon-Avon, Business & Technology Park, Innovation Way, Stratford-upon-Avon, Warwickshire, CV37 7GZ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The financial statements are prepared on a going concern basis notwithstanding accumulated losses of £14,254,188 which the directors consider to be appropriate for the following reasons.

The Company has been equity-funded since incorporation by its shareholders. The company and group have reduced activity significantly until further investment can be obtained when operations would be ramped up again, the company and group would be able to continue for a minimum of 12 months from the date of approval of these financial statements with the current list of shareholders continuing to invest further when required to continue operations. The long-term future of the Company relies on raising additional external capital and the directors acknowledge that, whilst confident of success in this regard, there can be no absolute certainty that this will materialise however a new joint venture of the group has had sufficient funding post year end which is expected to outsource R&D work to the Company.

Based on these indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

2.3. Turnover

Revenue for goods and services provided in the normal course of business is measured at the fair value of the consideration received or receivable, net of discounts, VAT and other sales-related taxes and is reduced for estimated customer returns, rebates and other similar allowances.

Licence and royalty revenues are recognised on an accrual basis, in line with performance conditions, such as obtaining and maintaining relevant patents, in accordance with the substance of the relevant agreement (provided it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably).

Time-based royalties are recognised on a straight-line basis over the period of the agreement. Royalty arrangements that are based on production, sales and other measures are recognised by reference to the underlying arrangement.

Page 3

Page 4

Cell Therapy Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets represent costs relating to the Company's patent and trademark applications, specialist software and intangible assets identified in respect of acquired businesses in accordance with FRS 102.

Costs associated with patent applications, provided the patent is expected to be granted in due course, are carried at cost until the first patent in the respective patent family is granted. The costs are then amortised on a straight-line basis over the period to patent expiry. If it becomes likely that a patent will not be granted, a patent is abandoned or an application is rejected, the costs associated with that patent will be fully impaired immediately.

Costs associated with software are carried at cost and amortised over a period of 2-5 years. Expenditure on research activities is recognised in the statement of comprehensive income as an expense as incurred.

Expenditure on development activities is capitalised if the product or process is technically and commercially feasible; the Company intends and has the technical ability and sufficient resources to complete development; future economic benefits are probable and if the expenditure attributable to the intangible asset during its development can be reliably measured.

Development activities involve a plan or design for the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is expensed as incurred.

Amortisation

Amortisation is charged to the statement of comprehensive income on a straight-line basis over the estimated useful lives of the Company's intangible assets.

Impairment of non-financial assets

The carrying amounts of non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs of disposal. If the carrying amount of an asset exceeds its estimated recoverable amount an impairment loss is recognised and expensed.

2.5. Research and Development

Expenditure on research and development is written off in the year in which it is incurred.

2.6. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold Improvements	2 - 5 years
Fixtures & Fittings	3 years
Office & Laboratory Equipment	2 - 5 years

Page 4

Page 5

Cell Therapy Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.7. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

2.8. Financial Instruments

Classification of financial instruments issued by the Company

Financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:

a) they include no contractual obligations on the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and

b) where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial asset for a fixed number of its own equity instruments.

To the extent that this definition is not met, the financial investment is classified as a financial liability. Where the financial liability is in the form of the Company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.

2.9. Foreign Currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

Page 5

Page 6

Cell Therapy Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.10. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.11. Pensions

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

2.12. Share-based payments

The parent company, Cardiogeni Plc, issues equity settled share options to certain employees of the Group, and the Company. Full details of the scheme are set out in the financial statements of Cardiogeni Plc. The Black-Scholes option model is used to estimate the fair value of each option at date of grant. The fair value relating to Company employees participating in the scheme is expensed on a straight-line basis over the vesting period, based on the parent company's estimate of the shares that will eventually vest.

2.13. Related Party Transactions

The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

Page 6

Page 7

Cell Therapy Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.14. Significant Judgements and Estimations

In application of the Group’s accounting policies above, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities. These estimates and assumptions are based on historical experience and other factors considered relevant. Actual results may differ from 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 if the revision affects only that period or in the period of the revision and future payments if the revision affects both current and future periods.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Impairment of intangible assets

Determining whether an intangible asset is impaired requires an estimation of the value in use of the asset. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. In relation to patents, it is assumed that patents applied for will be granted in due course unless the Group has evidence to suggest otherwise. If a patent application is not pursued or rejected an impairment loss will arise.

During the year, certain patents have been abandoned and the appropriate impairment charge recognised in the statement of comprehensive income. The judgement of the directors is that the remaining patents, to the extent that they have not yet been granted, will be granted in due course and that their value in use exceeds their carrying value. As at 31 March 2025, the carrying amount of patents and trademarks, subject to this judgement, was £605,042.

Revenue recognition

The deferred income arising from the 2016 upfront licence payment of £12,500,000 from Daiichi Sankyo was being recognised over a period of 20 years with £625,000 released each year, this being the initial expected life of the Heartcel patent, which was granted in 2017. This assumption was based on both the patent and licence agreement remaining in force over this period.

These assumptions were key judgements which have been reviewed for the year ended 31 March 2025 where the deferred income of £7,708,334 brought forward has been released in full due to the cancellation of the patent and licence agreement on 31 March 2025. There is no cash impact from this change.

Share options

The share option expense is calculated using the fair value of them at the grant date which is estimated using the Blac-Sscholes method which uses severable variables which include some estimates as shown in the share based payment transactions disclosure. The expected number of share options to vest is also estimated.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 2 (2024: 2)

Page 7

Page 8

Cell Therapy Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

4. Intangible Assets

	Computer Software	Patents & Licences	Total
	£	£	£
Cost
As at 1 April 2024	4,853	1,563,756	1,568,609
Additions	-	15,653	15,653

As at 31 March 2025	4,853	1,579,409	1,584,262

Amortisation
As at 1 April 2024	4,853	893,209	898,062
Provided during the period	-	65,079	65,079
Impairment losses	-	16,080	16,080

As at 31 March 2025	4,853	974,368	979,221

Net Book Value
As at 31 March 2025	-	605,041	605,041

As at 1 April 2024	-	670,547	670,547

5. Tangible Assets

	Land & Property
	Leasehold Improvements	Fixtures & Fittings	Office & Laboratory Equipment	Total
	£	£	£	£
Cost
As at 1 April 2024	501,563	14,423	345,200	861,186

As at 31 March 2025	501,563	14,423	345,200	861,186

Depreciation
As at 1 April 2024	501,563	14,423	344,938	860,924
Provided during the period	-	-	262	262

As at 31 March 2025	501,563	14,423	345,200	861,186

Net Book Value
As at 31 March 2025	-	-	-	-

As at 1 April 2024	-	-	262	262

Page 8

Page 9

Cell Therapy Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

6. Investments

	Unlisted
	£
Cost or Valuation
As at 1 April 2024	8,113

As at 31 March 2025	8,113

Provision
As at 1 April 2024	-

As at 31 March 2025	-

Net Book Value
As at 31 March 2025	8,113

As at 1 April 2024	8,113

7. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	30,935	19,640
Amounts owed by group undertakings	271,977	195,423
Other debtors	143,738	239,292

	446,650	454,355

8. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	135,587	267,184
Amounts owed to group undertakings	4,498,575	3,879,862
Other creditors	141,846	690,905
Taxation and social security	24,482	5,993

	4,800,490	4,843,944

9. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Other creditors	43,200	7,110,334

Page 9

Page 10

Cell Therapy Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

10. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	19,964	19,964

11. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	£	£
Not later than one year	180,000	180,000
Later than one year and not later than five years	270,000	450,000

	450,000	630,000

12. Ultimate Controlling Party

The company's ultimate controlling party is Cardiogeni Plc by virtue of his ownership of 100% of the issued share capital in the company.

13. Audit Information

The auditor's report on the accounts of Cell Therapy Limited for the year ended 31 March 2025 was unqualified.

The auditor's report was signed by Edward Grenfell James (Senior Statutory Auditor) for and on behalf of Grenfell James Audit LLP , Statutory Auditor.

Grenfell James Audit LLP

13 The Courtyard

Timothys Bridge Road

Stratford-upon-Avon

Warwickshire

CV37 9NP

Page 10

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		605,041		670,547
Tangible Assets	5		-		262
Investments	6		8,113		8,113

			613,154		678,922
CURRENT ASSETS
Debtors	7	446,650		454,355
Cash at bank and in hand		29,530		153,090

		476,180		607,445
Creditors: Amounts Falling Due Within One Year	8	(4,800,490 )		(4,843,944 )

NET CURRENT ASSETS (LIABILITIES)			(4,324,310 )		(4,236,499 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(3,711,156 )		(3,557,577 )

Creditors: Amounts Falling Due After More Than One Year	9		(43,200 )		(7,110,334 )

PROVISIONS FOR LIABILITIES
Provisions For Charges			(25,000 )		(15,000 )

NET LIABILITIES			(3,779,356 )		(10,682,911 )

CAPITAL AND RESERVES
Called up share capital	10		19,964		19,964
Share premium account			10,454,868		10,454,868
Share Based Payment Reserve			-		1,203,989
Profit and Loss Account			(14,254,188 )		(22,361,732 )

SHAREHOLDERS' FUNDS			(3,779,356)		(10,682,911)