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Registered number: 09111612 (England and Wales) CELLXICA LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
CELLXICA LIMITED
COMPANY INFORMATION
Directors | A R Timson
| N P Mahasinghe
| S A Matthews
Registered number | 09111612
Registered office | Building 7200
| Suite 7224 Cambridge Research Park
| Beach Drive
| Waterbeach, Cambridge
| Cambridgeshire, England
| CB25 9TL
Independent auditors | ZEDRA Audit & Assurance (UK) Limited
CELLXICA LIMITED
CONTENTS
| Page
Balance Sheet | 1 - 2
Statement of Changes in Equity | 3
Notes to the Financial Statements | 4 - 15
CELLXICA LIMITED REGISTERED NUMBER:09111612
BALANCE SHEET AS AT 31 OCTOBER 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible fixed assets | 5 |  | 1,167,512 |  | 464,527
Tangible fixed assets | 6 |  | 285,523 |  | 323,852
Investments | 7 |  | 515,871 |  | 255
|  |  | 1,968,906 |  | 788,634
Current assets |  |  |  |  |
Stocks | 8 | 883,092 |  | 937,295 |
Debtors: amounts falling due after more than one year | 9 | - |  | 468,010 |
Debtors due within one year | 9 | 1,578,011 |  | 828,376 |
Bank and cash balances |  | 6,630,062 |  | 7,479,096 |
|  | 9,091,165 |  | 9,712,777 |
Creditors: amounts falling due within one year | 10 | (1,325,580) |  | (1,038,857) |
Net current assets |  |  | 7,765,585 |  | 8,673,920
Total assets less current liabilities |  |  | 9,734,491 |  | 9,462,554
Provisions for liabilities |  |  |  |  |
Deferred tax |  | - |  | (72,282) |
|  |  | - |  | (72,282)
Net assets |  |  | 9,734,491 |  | 9,390,272
Page 1
CELLXICA LIMITED REGISTERED NUMBER:09111612
BALANCE SHEET (CONTINUED) AS AT 31 OCTOBER 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 12 |  | 11 |  | 11
Share premium account |  |  | 58,587 |  | 58,587
Share based payment reserve | 13 |  | 286,429 |  | 286,429
Profit and loss account |  |  | 9,389,464 |  | 9,045,245
|  |  | 9,734,491 |  | 9,390,272
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 P Mahasinghe
Director
Date: 23 January 2026
The notes on pages 4 to 15 form part of these financial statements. Page 2
CELLXICA LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2025
| Called up share capital | Share premium account | Share based payment reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 November 2023 | 11 | 58,587 | 286,429 | 7,743,887 | 8,088,914
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 1,301,358 | 1,301,358
At 1 November 2024 | 11 | 58,587 | 286,429 | 9,045,245 | 9,390,272
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 344,219 | 344,219
At 31 October 2025 | 11 | 58,587 | 286,429 | 9,389,464 | 9,734,491
Page 3
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 1.Accounting policies
| 1.1 | 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2). The following principal accounting policies have been applied:
| 1.2 | Going concern
The Company is in a net asset position at the balance sheet date, which is primarily supported by a strong cash position. The directors have considered the Company forecasts and have concluded that there will be sufficient working capital for at least 12 months from the date of approval of these financial statements. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.
| 1.3 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: Sale of goods Turnover from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of turnover can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of turnover can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Page 4
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 1.Accounting policies (continued)
| 1.4 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. 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 current income 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.
| 1.5 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Patents | - | 4 | years
|  |  |  | Development costs | - | 3 | years
|  |  |  | Trademarks | - | 10 | years
Page 5
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 1.Accounting policies (continued)
| 1.6 | 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. 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. The estimated useful lives range as follows:
|  |  |  | Plant and machinery | - | 4 | years
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.
| 1.7 | Investments
Investments in subsidiaries, associates or other investments are held at cost less accumulated impairment.
| 1.8 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 1.9 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Debtors falling due after more than one year 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.
| 1.10 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions.
| 1.11 | Creditors
Short term creditors are measured at the transaction price. Page 6
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 1.Accounting policies (continued)
| 1.12 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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.
| 1.13 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
| 1.14 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 7
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 1.Accounting policies (continued)
| 1.15 | 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.
| 1.16 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 1.17 | 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. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives of three years. 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. Page 8
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
2. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amount of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In respect of the judgements, estimates and assumptions made by management in preparing these financial statements none are considered to have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities presented. Useful economic life of tangible and intangible fixed assets Management's estimation of the useful economic life of fixed assets are based on historic experience and their product expertise. This is an estimation and could cause material misstatement in the financial statements. Impairment and valuation of stock Stock is valued at the lower of cost and net realisable value. In almost all cases management estimates that stock will be sold for greater than cost and as a result no impairment is recorded. In the case of stock which requires repair or no sale has been recorded in the past 12 months, management makes a determination that this stock should be impaired in full. This estimation is based on management being prudent in relation to the valuation of assets. This could have a material impact on the valuation of stock. Investments In July 2025, the Company purchased Series A convertible preferred shares in a company incorporated in the United Kingdom. On acquisition, the Company recorded the investment at cost, and as part of their annual review, management also assessed the investment for indicators of impairment at the reporting date and concluded that no impairment was required.
3. | Auditors' information
The auditors' report on the financial statements for the year ended 31 October 2025 was unqualified. The audit report was signed on 23 January 2026 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Audit & Assurance (UK) Limited.
4. | Employees
| The average monthly number of employees, including directors, during the year was 27 (2024 - 25).
Page 9
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
5. | Intangible assets
|  | Patents | Development Costs | Trademarks | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 November 2024 | 16,003 | 7,412,968 | 15,570 | 7,444,541
| Additions | - | 1,476,494 | - | 1,476,494
| At 31 October 2025 | 16,003 | 8,889,462 | 15,570 | 8,921,035
| Amortisation |  |  |  |
| At 1 November 2024 | 15,485 | 6,962,282 | 2,247 | 6,980,014
| Charge for the year on owned assets | 415 | 771,539 | 1,555 | 773,509
| At 31 October 2025 | 15,900 | 7,733,821 | 3,802 | 7,753,523
| Net book value |  |  |  |
| At 31 October 2025 | 103 | 1,155,641 | 11,768 | 1,167,512
| At 31 October 2024 | 518 | 450,686 | 13,323 | 464,527
| The Company's development costs are capitalised in relation to their products which are sold to customers. These costs are amortised over a three year period as that best reflects the pace of change in the industry for new technologies.
Page 10
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
6. | Tangible fixed assets
|  | Plant and machinery
|  | £
| Cost |
| At 1 November 2024 | 1,071,067
| Additions | 118,889
| Disposals | (33,684)
| At 31 October 2025 | 1,156,272
| Depreciation |
| At 1 November 2024 | 747,215
| Charge for the year on owned assets | 155,876
| Disposals | (32,342)
| At 31 October 2025 | 870,749
| Net book value |
| At 31 October 2025 | 285,523
| At 31 October 2024 | 323,852
Page 11
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
7. | Fixed asset investments
|  | Investments
|  | £
| Cost or valuation |
| At 1 November 2024 | 255
| Additions | 515,871
| At 31 October 2025 | 516,126
| Impairment |
| Charge for the period | 255
| At 31 October 2025 | 255
| Net book value |
| At 31 October 2025 | 515,871
| At 31 October 2024 | 255
| Fixed asset investments brought forward represent shares of common stock in cellXicus, Inc., a company incorporated in the United States, representing a 30% investment in an associate. Following a decision made by the shareholders to wind down this Company, the full value of this investment has been impaired at the year end. During the year, the Company purchased Series A convertible preferred shares in Attocore Limited, a company incorporated in the United Kingdom.
8. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 883,092 | 937,295
|  | 883,092 | 937,295
| The carrying value of stocks are stated net of provision for impairment totalling £69,852 (2024 - £142,945). Changes in the impairment provision for stock are recorded in profit or loss as impairment losses.
Page 12
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
9. | Debtors
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by associated undertakings | - | 468,010
|  | - | 468,010
| In the prior year, amounts owed by associated undertakings related to a loan made to cellXicus, Inc., an associate undertaking. This loan was repayable in 4 years with an interest rate of 3.97% per annum. In October 2025, amounts owed by cellXicus, Inc. were impaired, as a result of plans to wind down the entity. Management have deemed it unlikely that these amounts will be recovered. Debtors due after more than one year have been restated in the prior year, to reclassify a loan amount paid within one year to debtors due within one year. The total value of this restatement is £100,000.
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Trade debtors | 7,104 | 187,177
| Other debtors | 162,103 | 100,000
| Prepayments and accrued income | 1,373,455 | 541,199
| Deferred taxation | 35,351 | -
|  | 1,578,013 | 828,376
10. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 59,256 | 164,450
| Corporation tax | - | 37,022
| Other taxation and social security | 164,424 | 227,928
| Accruals and deferred income | 1,101,900 | 609,457
|  | 1,325,580 | 1,038,857
Page 13
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
11. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (72,282)
| Charged to profit or loss | 107,633
| At end of year | 35,351
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | - | (72,282)
| Reversal of prior year timing differences | 35,351 | -
|  | 35,351 | (72,282)
12. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 500 Class A shares of £0.01 each | 5 | 5
|  | 500 Class B shares of £0.01 each | 5 | 5
|  | 77 Class C shares of £0.01 each | 1 | 1
|  |  | 11 | 11
13. | Share based payment reserve
| In 2018, certain employees of the Company were granted the option to purchase shares in the Company. The shares were granted at an independently verified fair value equivalent to the exercise price and are scheduled to be vested three years from the vesting start date. An expense equivalent to the fair value of options which have vested to date has been recorded in the Statement of Comprehensive Income, with the corresponding entry to the share based payment reserve, a component of equity. In the current year, no share options were exercised. Shares issued in the Company have been detailed in note 12.
Page 14
CELLXICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
14. | Commitments under operating leases
| At 31 October 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 one year | 153,170 | 133,109
| Later than one year and not later than five years | 542,477 | 107,226
|  | 695,647 | 240,335
15. | Post balance sheet events
There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
Page 15