Company registration number 07864831 (England and Wales)
ANGEL COFUND
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
ANGEL COFUND
COMPANY INFORMATION
Directors
M A Bernard
A D Cole
A J Mackintosh
F V H Neate
Company number
07864831
Registered office
Cooper Buildings
Arundel Street
Sheffield
United Kingdom
S1 2NS
Auditor
Azets Audit Services
Quay 2
139 Fountainbridge
Edinburgh
EH3 9QG
ANGEL COFUND
CONTENTS
Page
Directors' report
1 - 2
Balance sheet
3
Notes to the financial statements
4 - 11
ANGEL COFUND
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of venture capital investing.

Results and dividends

The profit for the year, after taxation, amounted to £nil (2024 - £nil).

The directors are pleased to report that the fund had an active investment year, completing 26 new and follow-on investments and deploying £8.2M of funds during the period (2024 - £7.3M). This brings the total number of companies invested in to 127 (2024 - 120) and the combined value of the portfolio to £140.4M (2024 - £134.4m).

Although valuations across the portfolio were up £5.7M year on year, in line with prior periods the impact of high levels of new investments also created a drag on Total Value Paid In (TVPI) performance and kept the fund TVPI broadly flat on year on year. The fund also performed well against its peers and the fund continues to sit within the top quartile of European early-stage funds for its vintage.

On the realisation side the sale of BMLL Technologies, provided £7.7M in cash liquidity. This, plus a number of smaller realisations, brings total realised gains to £34.4M (2024 - 26.2M).

Other actions

There have been no changes to the management arrangements in the year and Akero Capital Partners LLP (an FCA regulated investment manager) remains responsible for the management of investments, with NCM Fund Services Ltd providing fund administrative services. The oversight and governance of Angel CoFund resides with the independent Board of Directors, as appointed by the fund’s Member organisations.

Outlook

In the second half of 2025 the UK early‑stage venture capital market began to show signs of stabilisation, with valuations bottoming out and investor activity improving despite ongoing macroeconomic headwinds. The fund’s pipeline of new and follow‑on opportunities remains compelling, supported by increasing commercial progress across the portfolio and a growing number of companies advancing towards meaningful revenue generation.

The pipeline of investments approaching liquidity events has also improved significantly, giving the directors confidence that the fund is well positioned to continue sourcing and executing investments in high‑growth businesses and grow the value of the portfolio in 2026 and beyond.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M A Bernard
A D Cole
A J Mackintosh
F V H Neate
ANGEL COFUND
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
F V H Neate
Director
24 February 2026
ANGEL COFUND
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 3 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
140,401,027
134,403,265
Current assets
Debtors
6
847
1,501,013
Cash at bank and in hand
9,007,451
1,913,135
9,008,298
3,414,148
Creditors: amounts falling due within one year
7
(91,588)
(130,452)
Net current assets
8,916,710
3,283,696
Total assets less current liabilities
149,317,737
137,686,961
Creditors: amounts falling due after more than one year
8
(139,426,359)
(128,263,906)
Provisions for liabilities
10
(9,891,378)
(9,423,055)
Net assets
-
0
-
0
Reserves
11
-
-

The directors of the company have elected not to include a copy of the income and expenditure account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 24 February 2026 and are signed on its behalf by:
F V H Neate
Director
Company Registration No. 07864831
ANGEL COFUND
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
1
Accounting policies
Company information

Angel CoFund is a private company limited by guarantee incorporated in England and Wales. The registered office is Cooper Buildings, Arundel Street, Sheffield, United Kingdom, S1 2NS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors have considered a period of at least twelve months from the date on which these financial true statements have been signed and having considered all information available to them, believe it appropriate to prepare the financial statements on a going concern basis.

The directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established, normally the ex-dividend date. Interest income from investments is accrued on a time basis as it arises, when there is reasonable certainty of collection. Interest receivable from bank and short term deposits is accounted for on an accruals basis.

1.4
Fixed asset investments

Investments

In certain circumstances the company holds a substantial proportion of the companies in which it invests. Investments are however, made with the intention to sell for capital gain typically within three to seven years or when a suitable exit can be arranged. As such, in the opinion of the d irectors, these are trade investments and do not fall within the definition of associated undertakings nor of subsidiary undertakings as set out in the relevant accounting standards. They are held as part of an investment portfolio, so their value is as part of that portfolio of investments rather than as a medium through which the investor carries out its business.

All investments are measured at fair value with gains and losses arising from changes in fair value being included in the profit and loss account as gains or losses on investments held at fair value.

Investments are initially recognised at costs and are subsequently re-valued in accordance with the International Private Equity and Venture Capital ('IPEVC') valuation guidelines. Unquoted investments are assessed using methodologies set out in the guidelines which can include the price of recent investment, earnings multiples, net assets, or discounted cash flows. The methodology applied takes account of the nature, facts and circumstances of the individual investment and uses reasonable date, market information, assumptions and estimates in order to arrive at the valuation.

Loan investments

The loans are held at amortised costs less any write-downs carried out to reflect impairment losses. Losses on impairment are recognised in the profit and loss account.

ANGEL COFUND
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors 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.

Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including 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 paymen ts 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. A m ounts 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.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

ANGEL COFUND
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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.

1.8

Valuation of loan balance

The Angel CoFund is funded via a secured facility provided by the Department for Business and Trade (DBT). The value of the facility is adjusted to reflect the cumulative net profit or loss of the Angel CoFund via a fair value adjustment mechanism, which is shown in the profit and loss account. The loan is considered to be a non-basi c loan under accounting standards due to the amount to be repaid being dependent upon the value realised by the company's investments. The amount that is repayable may be higher or lower than the original loan amount.

At each period end the fair value of the loan is assessed against the value of the investments with any adjustment accounted for through the profit and loss account.

2
Judgements and key sources of estimation uncertainty

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The fair value of investments is determined by using valuation techniques as detailed in accounting policy 1.4. As explained above, the Board of Directors uses its judgement to select a variety of methods and makes assumptions that are mainly based on market conditions at each balance sheet date.

The fair value of loan balances is determined using valuation techniques as detailed in accounting policy 1.8.

ANGEL COFUND
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
3
Employees

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

2025
2024
Number
Number
Total
4
4
4
Fixed asset investments
2025
2024
£
£
Equity
138,141,027
133,118,265
Loans
2,260,000
1,285,000
140,401,027
134,403,265
Fixed asset investments revalued

Listed investments' fair value has been determined from their value on the stock exchange at the reporting date.

Movements in fixed asset investments
Equity
Loans
Total
£
£
£
Cost or valuation
At 1 January 2025
133,118,265
1,285,000
134,403,265
Additions
6,690,908
1,550,000
8,240,908
Valuation changes
4,817,445
867,762
5,685,207
Transfer from loans to equity
1,117,762
(1,117,762)
-
Disposals
(7,603,353)
(325,000)
(7,928,353)
At 31 December 2025
138,141,027
2,260,000
140,401,027
Carrying amount
At 31 December 2025
138,141,027
2,260,000
140,401,027
At 31 December 2024
133,118,265
1,285,000
134,403,265

The amount of the above equity total that relates to listed investments is £866,793 (2024 - £1,277,568).

ANGEL COFUND
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
5
Financial instruments
2025
2024
£
£
Carrying amount of financial assets
Measured at amortised cost
9,007,451
1,913,135
Carrying amount of financial liabilities
Measured at fair value through profit and loss
(139,426,359)
(128,263,906)
Measured at amortised cost
(86,088)
(123,702)
(139,512,447)
(128,387,608)

Financial assets measured at amortised cost comprise cash at bank and in hand.

Financial liabilities measured at fair value through profit and loss comprise secured loans measured at fair value.

Financial liabilities measured at amortised cost comprise trade creditors and accruals.

6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Payments on account
162
1,500,160
Prepayments and accrued income
685
853
847
1,501,013

Payments on account relate to funds held in solicitors' client accounts on behalf of the company for pending transactions.

7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
7,504
5,502
Taxation and social security
5,500
6,750
Accruals and deferred income
78,584
118,200
91,588
130,452
8
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Loans
9
139,426,359
128,263,906

A breakdown of the secured loan measured at fair value is detailed at Note 9.

ANGEL COFUND
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Creditors: amounts falling due after more than one year
(Continued)
- 9 -
Amounts included above which fall due after five years are as follows:
Payable by instalments
139,426,359
128,263,906
9
Loan breakdown
2025
2024
£
£
Cash drawn under loan agreement
87,065,426
79,631,082
Fair value movement
57,637,298
53,909,189
Distributions
(5,276,365)
(5,276,365)
139,426,359
128,263,906

The company was established with funds of £50,000,000 from the Regional Growth Fund to provide venture capital investing on a co-funded basis. On 20 June 2016 these funds were paid back in full and a deferred interest payable loan of up to £70,000,000 was provided by DBT to continue the company's venture capital investing. The facility on this loan has since been increased to £100,000,000. The funds are drawn down as required. The directors have elected to treat this secured loan at fair value through the profit and loss account. The change to the loan facility during prior years mean that profits (or losses) on the company's investments and operating activities have become payable to DBT in 203 4. At 31 December 202 5 the fair value of the loan was £139,426,359 (2024 - £128,263,906) whilst drawn down funds were £87,065,426 (2024 -£79,631,082).

The loan from DBT is secured by a fixed charge over the fixed asset investments, and a floating charge over the undertakings of the company.

10
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Capital gains
16,302,283
14,892,976
Tax losses
(6,410,905)
(5,469,921)
9,891,378
9,423,055
ANGEL COFUND
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Deferred taxation
(Continued)
- 10 -
2025
Movements in the year:
£
Liability at 1 January 2025
9,423,055
Charge to profit
468,323
Liability at 31 December 2025
9,891,378
11
Members' liability

The company is limited by guarantee, not having a share capital and consequently the liability of members is limited, subject to an undertaking by each member to contribute to the net assets or liabilities of the company on winding up such amounts as may be required not exceeding £1.

12
Profit and loss account

The profit or loss on Angel CoFund's investments and operating activities are payable to DBT in 2034, with the fair value adjustment to the DBT facility reflecting the cumulative net gains and losses at that time. The profit and loss account is therefore expected to be nil in all years.

13
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its result for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Senior Statutory Auditor:
Alan Brown
Statutory Auditor:
Azets Audit Services
Date of audit report:
24 February 2026
14
Capital commitments

In 2018 Angel CoFund entered into an Investment Management Agreement with Akero Capital Partners LLP (Akero) to provide investment management and ancillary services in connection with the investment objectives of Angel CoFund. As part of this agreement Angel CoFund agreed to fund Akero’s Long Term Incentive Scheme. The funding level in 2025 is estimated to be £887,000 (2024 - £691,000). In 2025 funding is expected to be a share purchase of A shares issued in ACF LTIP Ltd totalling £887,000 (2024 - £691,000). These commitments have not been executed and are expected to be settled in 2026.

ANGEL COFUND
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
15
Controlling party

The company has four (202 4 - four) Members. The Members are: Braveheart Investment Group plc,

Hotspur Capital Partners Limited, Octopus Investments Limited and Oxford Investment Opportunity

Network Limited.

In the opinion of the directors, the company has no one controlling party.

16
Related party transactions

Akero Capital Partners LLP (Akero)

Investment management services are provided by Akero. ACF LTIP Limited, which administers a long term incentive plan, is a company in which Akero has significant control. At the year end, Angel CoFund had committed to purchase 887,000 (2024 – 691,000) A Ordinary Shares for £887,000. Once the share purchase has been executed, the total cumulative investment by Angel CoFund in ACF LTIP Limited will be 2,490,000 Ordinary A Shares, at a cost of £2,490,000. Investment management fees payable in the year to Akero amounted to £1,433,918 (2024 - £1,489,784).

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