Company No: 08858643 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Statement of Changes in Equity
• Notes to the Abridged Financial Statements

DIRECTORS	Dr Geoffrey Hale
	Kevin Maskell

REGISTERED OFFICE	64 Arlington Drive
	Marston
	Oxford
	OX3 0SJ
	United Kingdom

COMPANY NUMBER

08858643 (England and Wales)

CHARTERED ACCOUNTANTS	Edwards Chartered Accountants
	34 High Street
	Aldridge
	Walsall
	WS9 8LZ

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	5	3,900		0
Tangible assets	6	15,842		50,478
		19,742		50,478
Current assets
Debtors		156,388		160,504
Cash at bank and in hand		270,826		740,930
		427,214		901,434
Creditors: amounts falling due within one year		( 17,550)		( 16,972)
Net current assets		409,664		884,462
Total assets less current liabilities		429,406		934,940
Net assets		429,406		934,940
Capital and reserves
Called-up share capital	7	1,318		1,318
Share premium account		2,593,720		2,593,720
Other reserves		51,293		46,171
Profit and loss account		( 2,216,925 )		( 1,706,269 )
Total shareholder's funds		429,406		934,940

For the financial year ending 31 July 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered,
• The member of Bioarchitech Ltd has consented to the preparation of the abridged financial statements for the financial year ended 31 July 2025 in accordance with Section 444(2A) of the Companies Act 2006.

The financial statements of Bioarchitech Ltd (registered number: 08858643) were approved and authorised for issue by the Board of Directors on 22 October 2025. They were signed on its behalf by:

Dr Geoffrey Hale Director

	Called-up share capital		Share premium account		Other reserves		Profit and loss account		Total
	£		£		£		£		£
At 01 August 2023	1,318		2,593,720		32,488		( 1,210,016)		1,417,510
Loss for the financial year	0		0		0		( 499,667)		( 499,667)
Total comprehensive loss	0		0		0		( 499,667)		( 499,667)
Share based payment	0		0		17,097		0		17,097
Lapse of share option	0		0		( 3,414)		3,414		0
At 31 July 2024	1,318		2,593,720		46,171		( 1,706,269)		934,940
At 01 August 2024	1,318		2,593,720		46,171		( 1,706,269)		934,940
Loss for the financial year	0		0		0		( 510,656)		( 510,656)
Total comprehensive loss	0		0		0		( 510,656)		( 510,656)
Share based payment	0		0		5,122		0		5,122
At 31 July 2025	1,318		2,593,720		51,293		( 2,216,925)		429,406

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Bioarchitech Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is 64 Arlington Drive, Marston, Oxford, OX3 0SJ, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Employee benefits

Short term benefits
The cost of short-term employee benefits are recognised as a liability and an expense.

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

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the Black-Scholes model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Trademarks, patents and licences

10 years straight line

Research and development

Research and development expenditure is written off as incurred.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Leasehold improvements	depreciated over the life of the lease
Plant and machinery	4 years straight line
Fixtures and fittings	4 years straight line
Computer equipment	3 years straight line

Leases

The company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in bank only.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include other debtors, corporation tax repayable and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including trade creditors and other creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	4		4

3. Directors' remuneration

	2025		2024
	£		£
Directors' emoluments	69,643		68,233

4. Share-based payments

Equity-settled share-based payment schemes

The company has a share option scheme for all employees.

Options are exercisable at a price equal to the estimated fair value of the company’s shares on the date of grant. The vesting period is three years. If the options remain unexercised after a period of ten years from the date of grant the options expire. Options are forfeited if the employee leaves the company before the options vest.

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	30,000	2.80		36,000	2.80
Expired during the period	0	0		( 6,000)	2.80
Outstanding at the end of the period	30,000	2.80		30,000	2.80
Exercisable at the end of the period	30,000	2.80		20,000	2.80

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The company recognised total expenses of £ 0 and £ 0 related to equity-settled share-based payment transactions in 2025 and 2024 respectively.

5. Intangible assets

	Trademarks, patents and licences		Total
	£		£
Cost
At 01 August 2024	0		0
Additions	3,900		3,900
At 31 July 2025	3,900		3,900
Accumulated amortisation
At 01 August 2024	0		0
At 31 July 2025	0		0
Net book value
At 31 July 2025	3,900		3,900
At 31 July 2024	0		0

6. Tangible assets

	Leasehold improve- ments		Plant and machinery		Fixtures and fittings		Computer equipment		Total
	£		£		£		£		£
Cost
At 01 August 2024	18,600		91,566		2,606		5,850		118,622
Additions	0		4,136		0		67		4,203
At 31 July 2025	18,600		95,702		2,606		5,917		122,825
Accumulated depreciation
At 01 August 2024	1,033		61,459		325		5,327		68,144
Charge for the financial year	17,567		20,272		651		349		38,839
At 31 July 2025	18,600		81,731		976		5,676		106,983
Net book value
At 31 July 2025	0		13,971		1,630		241		15,842
At 31 July 2024	17,567		30,107		2,281		523		50,478

7. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
1,318,321 Ordinary shares of £ 0.001 each	1,318		1,318

8. Financial commitments

Commitments

	2025		2024
	£		£
Total future minimum lease payments under non-cancellable operating leases	66,614		75,042