Company registration number 15022605 (England and Wales)
FORGE GENETICS LTD
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
FORGE GENETICS LTD
CONTENTS
Page
Accountants' report
1
Statement of financial position
2 - 3
Notes to the financial statements
4 - 11
FORGE GENETICS LTD
ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF FORGE GENETICS LTD FOR THE YEAR ENDED 31 JULY 2025
- 1 -
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Forge Genetics Ltd for the year ended 31 July 2025 which comprise, the statement of financial position and the related notes from the company’s accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.
This report is made solely to the board of directors of Forge Genetics Ltd, as a body, in accordance with the terms of our engagement letter dated 18 November 2025. Our work has been undertaken solely to prepare for your approval the financial statements of Forge Genetics Ltd and state those matters that we have agreed to state to the board of directors of Forge Genetics Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Forge Genetics Ltd and its board of directors as a body, for our work or for this report.
It is your duty to ensure that Forge Genetics Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Forge Genetics Ltd. You consider that Forge Genetics Ltd is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the financial statements of Forge Genetics Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Richardsons
Chartered Accountants
30 Upper High Street
Thame
Oxfordshire
OX9 3EZ
7 January 2026
FORGE GENETICS LTD
STATEMENT OF FINANCIAL POSITION
- 2 -
2025
2024
Notes
£
£
Non-current assets
Intangible assets
4
9,933
Current assets
Trade and other receivables
5
109,181
61,597
Current tax recoverable
18,814
Cash and cash equivalents
386,247
271,730
514,242
333,327
Current liabilities
Trade and other payables
7
40,270
57,602
Deferred revenue
9
716
40,986
57,602
Net current assets
473,256
275,725
Non-current liabilities
Convertible loan notes
8
64,090
Net assets
483,189
211,635
Equity
Called up share capital
12
5
5
Share premium account
13
237,556
Retained earnings
245,628
211,630
Total equity
483,189
211,635
FORGE GENETICS LTD
STATEMENT OF FINANCIAL POSITION (CONTINUED)
- 3 -
For the financial year ended 31 July 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the year in question 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.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the income statement within the financial statements.
The financial statements were approved by the board of directors and authorised for issue on 7 January 2026 and are signed on its behalf by:
Dr L K Thomas
Director
Company registration number 15022605 (England and Wales)
FORGE GENETICS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
- 4 -
1
Accounting policies
Company information
Forge Genetics Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Biodiscovery Institute, University Park, Nottingham, England, NG7 2RD. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Reporting period
The company has prepared accounts for a period of 12 months. The prior financial statements were prepared as a longer 13 month period due to being the company's first period since incorporating.
1.2
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
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.
1.3
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The company recognises revenue when it transfers control of a research and development project deliverable to the customer.
The major source of revenue recognised by the company is for conducting research and development.
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
Conducting research and development
Revenue is recognised when the project deliverables, that are detailed in the contract, have been proven to work and delivered to the customer.
1.5
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation 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. Where an asset is not yet available for use, no amortisation is charged. Such assets are reviewed annually for indicators of impairment in accordance with IAS 36.
FORGE GENETICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 5 -
1.6
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible and intangible 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.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
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.
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.
1.7
Cash and cash equivalents
Cash and cash equivalents 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.
1.8
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
FORGE GENETICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 6 -
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.9
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.
FORGE GENETICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 7 -
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.
1.12
Employee benefits
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 inventories or non-current assets.
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
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.
FORGE GENETICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 8 -
2
Critical accounting estimates and judgements
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, if the revision affects only that period, or in the period of the revision and future periods if 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 outlined below.
Key sources of estimation uncertainty
Share Based Payments
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which management has deemed to be Black Scholes. This estimate also requires determining the most appropriate inputs to the valuation model including the fair value of the underlying share, expected life of the share option, volatility and dividend yield, and making assumptions about them.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Research and development
9
5
4
Intangible assets
Patents & licences
£
Cost
Additions - purchased
9,933
At 31 July 2025
9,933
Carrying amount
At 31 July 2025
9,933
Although the patent is not yet granted or in use, associated costs have been capitalised in accordance with IAS 38. Amortisation will commence when the asset is available for use.
FORGE GENETICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 9 -
5
Trade and other receivables
2025
2024
£
£
Trade receivables
15,066
VAT recoverable
6,846
2,025
Other receivables
1,460
Prepayments and accrued income
85,809
59,572
109,181
61,597
6
Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end date.
7
Trade and other payables
2025
2024
£
£
Trade payables
21,831
5,303
Accruals
4,500
2,876
Social security and other taxation
13,296
49,042
Other payables
643
381
40,270
57,602
8
Convertible loan notes
During the previous year, net proceeds were received of £60,000 from the issue of the convertible loan notes have been recognised as a financial liability as the loan is convertible as fixed cash for equity of the same value, at the conversion date.
During the 31 July 2025 year end, the convertible loan was repaid to the value of £66,290. This includes £6,290 of interest.
The effective rate of interest is 3% above the Bank of England base rate per annum accrued and compounding quarterly.
FORGE GENETICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
8
Convertible loan notes
(Continued)
- 10 -
Movements and balance at the period end
Liability
£
Liability component at 1 August 2023
-
Issue of convertible loan notes
60,000
Interest charged
4,090
Liability component at 31 July 2024
64,090
Interest charged
2,574
Redemption
(66,664)
Liability component at 31 July 2025
-
9
Deferred revenue
2025
2024
£
£
Arising from other income
716
-
All deferred revenues are expected to be settled within 12 months from the reporting date.
10
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
8,239
4,037
11
Share-based payments
The options outstanding at 31 July 2025 had an exercise price of £13.90. These options vest between January 2024 and June 2028 and have a contractual life of 10 years.
Number of share options
Average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 August 2024
12,344
13.90
Granted in the period
12,344
13.90
Outstanding at 31 July 2025
12,344
12,344
13.90
13.90
Exercisable at 31 July 2025
Options outstanding
Expenses
Related to equity settled share based payments
37,147
2,257
FORGE GENETICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 11 -
12
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Authorised
Ordinary of 0.01p each
53,156
50,000
5
5
Issued and fully paid
Ordinary of 0.01p each
53,156
50,000
5
5
The company has one class of ordinary shares which carry no right to fixed income.
20,000 of the allotted shares were previously part exchanged for an exclusive licence for a patent. As the patent has not yet been granted no charge has been recognised in the accounts for the licence.
During the year ended 31 July 2025 3,156 shares were allotted. The allotted shares have a nominal value of £0.0001 each.
Reconciliation of movements during the year:
Ordinary
Number
At 1 August 2024
50,000
Issue of fully paid shares
3,156
At 31 July 2025
53,156
13
Share premium account
2025
2024
£
£
At the beginning of the year
Issue of new shares
239,856
-
Share issue expenses
(2,300)
At the end of the year
237,556
During the year share premium increased by £239,856 due to the issue of Ordinary shares at a premium.
14
Events after the reporting date
Subsequent to the year end, Forge Genetics received £2m of investment from the Midlands Engine Investment Fund II (via Mercia Ventures) to support the expansion and commercialisation of its gene-editing technology. This event is non-adjusting as it relates to financing obtained after the reporting date.
2025-07-312024-08-01falsefalseCCH SoftwareCCH Accounts Production 2025.300P M EdwardsC M HumphreysProfessor N P MintonDr L K ThomasDr C A WoodsMercia Fund Management (Nominees) Limited150226052024-08-012025-07-31150226052025-07-3115022605core:IntangibleAssetsOtherThanGoodwill2025-07-3115022605core:IntangibleAssetsOtherThanGoodwill2024-07-31150226052024-07-3115022605core:CurrentFinancialInstruments2025-07-3115022605core:CurrentFinancialInstruments2024-07-311502260512025-07-311502260512024-07-3115022605core:ShareCapital2025-07-3115022605core:ShareCapital2024-07-3115022605core:SharePremium2025-07-3115022605core:SharePremium2024-07-3115022605core:RetainedEarningsAccumulatedLosses2025-07-3115022605core:RetainedEarningsAccumulatedLosses2024-07-3115022605core:SharePremium2023-07-2315022605core:IntangibleAssetsOtherThanGoodwill2024-08-012025-07-31150226052023-07-242024-07-3115022605core:CopyrightsPatentsTrademarksServiceOperatingRights2024-08-012025-07-3115022605core:CopyrightsPatentsTrademarksServiceOperatingRights2025-07-3115022605core:CurrentFinancialInstrumentscore:ValueBeforeAllowanceForImpairmentLoss2025-07-3115022605core:CurrentFinancialInstrumentscore:ValueBeforeAllowanceForImpairmentLoss2024-07-31150226052024-07-31150226052023-07-231502260512024-08-012025-07-3115022605bus:PrivateLimitedCompanyLtd2024-08-012025-07-3115022605bus:SmallEntities2024-08-012025-07-3115022605bus:Director12024-08-012025-07-3115022605bus:Director22024-08-012025-07-3115022605bus:Director32024-08-012025-07-3115022605bus:Director42024-08-012025-07-3115022605bus:Director52024-08-012025-07-3115022605bus:Director62024-08-012025-07-3115022605bus:FullAccounts2024-08-012025-07-3115022605bus:AuditExemptWithAccountantsReport2024-08-012025-07-31xbrli:purexbrli:sharesiso4217:GBP