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Registration number: 14533667

Prepared for the registrar
BXTA Nanotherapy Ltd
Annual Report and Financial Statements
for the Year Ended 30 June 2025

BXTA Nanotherapy Ltd

Contents

Company Information | 1
Balance Sheet | 2
Notes to the Financial Statements | 3 to 6

BXTA Nanotherapy Ltd

Company Information

Directors | J Coulter M K Hughes D Moore S Rashid

Company secretary | G Pettigrew

Registered office | The Coach House Grenville Court Britwell Road Burnham Slough SL1 8DF

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham Gloucestershire GL50 3AT

BXTA Nanotherapy Ltd

(Registration number: 14533667)
Balance Sheet as at 30 June 2025

| Notes | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 4 | 428,000 | 428,000
Current assets |  |  |
Debtors | 5 | 66,245 | 479
Cash at bank and in hand |  | 80,724 | 332,860
|  | 146,969 | 333,339
Creditors: Amounts falling due within one year | 6 | (139,876) | (103,336)
Net current assets |  | 7,093 | 230,003
Total assets less current liabilities |  | 435,093 | 658,003
Creditors: Amounts falling due after more than one year | 6 | (100,000) | (290,570)
Net assets |  | 335,093 | 367,433
Capital and reserves |  |  |
Called up share capital | 8 | 1,405 | 1,049
Share premium reserve |  | 1,454,597 | 1,064,383
Profit and loss account |  | (1,120,909) | (697,999)
Shareholders' funds |  | 335,093 | 367,433

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 3 February 2026 and signed on its behalf by:

M K Hughes
Director

BXTA Nanotherapy Ltd

Notes to the Financial Statements for the Year Ended 30 June 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
The Coach House
Grenville Court
Britwell Road
Burnham
Slough
SL1 8DF

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Name of parent of group

These financial statements are consolidated in the financial statements of Seed Newco Limited.

The financial statements of Seed Newco Limited may be obtained from Companies House..

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed five years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | 5% straight line

BXTA Nanotherapy Ltd

Notes to the Financial Statements for the Year Ended 30 June 2025

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

BXTA Nanotherapy Ltd

Notes to the Financial Statements for the Year Ended 30 June 2025

Impairment
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 profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

| 3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was as follows:

| 2025 No. | 2024 No.
Average number of employees | 4 | 4

| 4 | Intangible assets

| Goodwill £
Cost and carrying amount
At 1 July 2024 and at 30 June 2025 | 428,000

| 5 | Debtors

| 2025 £ | 2024 £
Other debtors | 66,245 | 479

BXTA Nanotherapy Ltd

Notes to the Financial Statements for the Year Ended 30 June 2025

| 6 | Creditors

| 2025 £ | 2024 £
Due within one year |  |
Trade creditors | 119,460 | 2,861
Amount due to group undertakings | 12,415 | -
Accrued expenses | 8,001 | 100,475
| 139,876 | 103,336

| 2025 £ | 2024 £
Due after one year |  |
Loans and borrowings | 100,000 | 290,570

| 7 | Loans and borrowings

| 2025 £ | 2024 £
Non-current loans and borrowings
Other borrowings | 100,000 | 290,570

Loans and borrowings consist of unsecured loan notes of £100,000 (2024 - £290,570) from BXTAccelyon Limited. During the year, the company converted £290,570 of the loan notes issued in the prior year into share capital. The company issued loan notes to the value of £100,000 to BXTAccelyon Limited.

| 8 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 1,405 | 1,405 | 1,049 | 1,049

| 9 | Ultimate parent and controlling party

The company's immediate parent is Seed Newco Limited, incorporated in England and Wales.
The ultimate controlling party is Elysian Capital I LP, on the basis that it holds a controlling interest in the voting rights of the share capital in Seed Newco Limited.
The smallest and largest Group in which the results of the Company are consolidated is that headed by Seed Newco Limited.

| 10 | Disclosure under Section 444(5B) CA 2006 relating to the independent auditor's report

As permitted by Section 444 CA 2006, these accounts do not contain a copy of the company’s Profit and Loss account or a copy of the Directors’ Report. Accordingly, the Independent Auditors’ Report has also been omitted.
The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 4 February 2026 was Martin Howard, who signed for and on behalf of Hazlewoods LLP.