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Company registration number: 07426406
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 31 DECEMBER 2025
| BRAINOMIX LIMITED
BRAINOMIX LIMITED |  |
COMPANY INFORMATION
Directors | Dr M Papadakis
| Dr O Reuss
| Parkwalk Advisors Ltd
| K F Mehta (appointed 1 April 2025)
Registered number | 07426406
Registered office | First Floor
| Seacourt Tower
| West Way
| Oxford
| United Kingdom
| OX2 0JJ
Independent auditor | Menzies LLP
| Chartered Accountants & Statutory Auditor
| 2nd Floor, Midas House
| 62 Goldsworth Road
| Woking
| Surrey
| GU21 6LQ
BRAINOMIX LIMITED |  |
CONTENTS
| Page
Group strategic report | 1 - 4
Directors' report | 5 - 6
Independent auditor's report | 7 - 10
Consolidated statement of comprehensive income | 11
Consolidated statement of financial position | 12 - 13
Company statement of financial position | 14 - 15
Consolidated statement of changes in equity | 16
Company statement of changes in equity | 17
Consolidated statement of cash flows | 18
Consolidated analysis of net debt | 19
Notes to the financial statements | 20 - 41
BRAINOMIX LIMITED |  |
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their strategic report for the year ended 31 December 2025.
Overview
Brainomix (the ‘Group’) has revolutionised medical imaging with an Artificial Intelligence (‘AI’)-powered platform that automates validated imaging biomarkers improving both diagnosis and treatment decisions in stroke and lung fibrosis. Brainomix Limited (the ‘Company’) is the parent company with subsidiaries in Ireland, USA and Sweden, together the ‘Group’. The “Brainomix 360 Stroke” platform is an FDA-cleared (Food and Drug Administration) and CE-marked (Conformite Europeenne) collection of tools that use our state-of-the-art AI algorithms to support doctors in clinical practice by providing real-time interpretation of brain scans to help guide treatment and transfer decisions for stroke patients. Brainomix 360 is the only stroke AI imaging tool with a demonstrated impact on stroke treatment rates. Results from the largest real-world evaluation of stroke AI, incorporating national-level data from more than 450,000 patients over a 3-year period, found that Brainomix 360 was associated with more than a 100% increase in mechanical thrombectomy rates. The Group has applied its AI expertise to lung fibrosis, with the development and FDA clearance of its Brainomix 360 e-Lung technology to accurately predict and measure the progression of the disease. The Company has an ongoing partnership with Boehringer Ingelheim International GmbH, the global leader in lung fibrosis treatments, to evaluate the real-world impact of e-Lung to improve the identification and access to treatment for people with progressive lung fibrosis. The Group’s AI-powered quantitative imaging biomarkers and regulated software also delivers value in clinical trials. The Company was founded in 2010 and is leading the group with its Research and Development (‘R&D’), is the Intellectual Property (‘IP’) holder and assists sales through the remainder of the Group as well as directly into the UK. The Group had on average 71 full time equivalent employees in 2025 majority of which are based in the UK. The Group is headquartered in Oxford, UK.
Developments in 2025
Additional features such as e-CTA collateral heatmap and e-ASPECTS core volume were added to Brainomix 360 Stroke in the US, with Triage Stroke and CTP enhancements gaining FDA and MDR clearances. These updates represent additional and improved functionalities being added to Brainomix modules to augment the user experience, add greater clinical value, and improve algorithm performance. A prospective, multicentre validation study of Brainomix 360 Stroke in the NHS in England, the largest ever evaluation study of stroke AI, including data from >450,000 patients over a 5-year period (national evaluation with Brainomix 360 Stroke installed in 26 hospitals across 4 stroke networks) showed there was improved treatment rates and a reduction of over 1 hour in door-in-door-out times for patients being transferred from non-specialist to specialist hospitals. The use of the technology was associated with improved patient outcomes through improved access to care. Brainomix 360 e-Lung 2.0 was FDA cleared for release into the US market. The tool analyses chest CT scans and the radiological findings can then be evaluated by the physician in conjunction with a range of ancillary information to form a potential diagnosis or list of probable diagnoses. Version 2.0 contains improved lung segmentation, as well as the ability to compare lung changes serially over time to support the identification of progressive changes. The Company raised a further £4.9m in equity through issuance of shares in its Series C extension, completed in October 2025 as it continues to be backed by leading Health tech investors, including Boehringer Ingelheim Venture Fund GmbH, Parkwalk Advisors Ltd and Hostplus, and welcomes Modi Ventures a US based investor in 2025. Page 1
BRAINOMIX LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Future Developments
AI imaging application is increasingly being adopted as a standard of care to support the identification of treatment targets in both stroke and lung disease and has been included in the AHA (American Heart Association) guidelines for stroke diagnosis and treatment. The Group continues to develop cutting-edge biomarkers to improve patient outcomes and increase treatment access. The updated US AHA guidelines (2026) support extended indications for mechanical thrombectomy and intravenous thrombolysis. ASPECTS is now the only imaging biomarker to support treatment decisions for mechanical thrombectomy, and late time window thrombolysis can be delivered with access to CTP or MRI and automated imaging software, both of which reflect Brainomix existing functionalities. Ongoing research is evaluating if patient selection can be further refined through use of Net Water Uptake, a feature that is currently being released in the Brainomix 360 Stroke software, as well as if patients with more distal vessel occlusions can benefit from thrombectomy; distal vessel occlusion is being incorporated into e-CTA. In fibrosing lung disease, Brainomix focus is on improving integration of e-Lung within hospital systems, evaluating reimbursement frameworks, as well as demonstrating clinical value in partnership with Boehringer Ingelheim, as quantitative CT is increasingly incorporated into clinical decision making in fibrosing lung disease. After successfully completing the Series C extension round at the end of 2025, the Group and the Company will continue to deploy its “Brainomix 360 stroke” platform with a sharpened strategic focus on executing in the US market, as well as continuing market adoption of its e-Lung product primarily in the US market and maintaining its Stroke market position outside of the US. Building on the robust competitive advantage already seen within Europe, the Group’s strategy is on track to achieving on the four key strategic objectives: 1.Expand Brainomix stroke AI solution into the US market. 2.Consolidate and grow the Group’s stroke position as a European market leader as well as in other new territories. 3.Initiate further market adoption of e-Lung product, initially in the USA. 4.Build on and enhance the valuable strategic partnerships with life sciences companies. To support our growth, the Group has adopted an adaptive business model focused on two revenue streams: ∙Software Licensing: Generating revenue through software license fees from healthcare providers and hospitals. ∙Life Science Partnerships: Working with pharmaceutical and device companies to support the development and commercialisation of novel or existing treatments. Page 2
BRAINOMIX LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Key performance indicators and performance during the year
Given the stage in the Group’s development the Group’s key financial performance indicators for the current year and prior period are as follows: 2025 2024 £ £ Cash balance 12.2m 12.9m Turnover 6.1m 4.6m Cash balance: The Company received £13.8m of equity from partners during the year to 31 December 2024 with a further £4.9m being received during the year to 31 December 2025 through the Series C extension. Turnover: Brainomix software is available in clinical settings across the world. Turnover increased by 33% Year on Year (‘YoY’) of which SaaS (Software as a Service) revenue grew by 27% having over 500 sites at the end of 2025. Partnership revenue grew by 51% with continued revenues from our strategic partners in leading global pharmaceutical and biotech companies, along with a broadening of the Pharma partnerships with revenue secured from new partners with Phase 2 stroke and lung trials.
Principal risks and uncertainties
The Group has identified the following key principle risks and uncertainties. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations and growth prospects. Additional risks and uncertainties not presently known to us that we deem immaterial also may impact our business operations. Availability of funding The Group’s business model depends on its ability to raise sufficient funding for future development and business operations. Although the Group has a strong and active investor base, which has continued to support the Group in providing financing, there can be no assurance that the Group will be able to raise sufficient funds on a timely basis or acceptable terms. The Group’s strategic aim is to work towards profitability. Scientific, regulatory and clinical risk The Group continues to operate at the forefront of scientific research in AI medical imaging in the stroke and lung space. Continued risk applies to research being undertaken in that these efforts may not be able to be commercialised due to a variety of reasons. The Group continues to comply with market regulations whereby the Group’s products are distributed and sold either directly or via channel partners. There is a risk that regulations in territories whereby the Group’s products are distributed and sold may change, therefore leading to non-compliance with market regulations. Brainomix quality management team continues to monitor regulatory requirements in all markets where Brainomix is present. The nature of the Group’s products acting as clinical support tools for clinical treatment decision making in the stroke and lung space means that the Company carries responsibility for ensuring our products offer reliable outputs to clinical users. Page 3
BRAINOMIX LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Risks relating to the Company’s intellectual property The Group’s proprietary technology is protected and enabled by its IP estate, especially by its patent portfolio. The Company’s patents may face legal challenges, for instance become opposed, invalidated, revoked or similar, which would impact our ability to protect the Group’s products. The Group may also face threats of and actual litigation because of patent infringement or similar activities, which could be expensive and disruptive to the business. Liquidity Management As the Group expands and secures large multi-site enterprise deals, there is a risk of delays in deployment, which can adversely affect invoicing and subsequent cash collection. To mitigate this risk, the customer success team actively collaborates with clients’ IT and clinical teams to ensure effective software deployment, facilitating timely payment processing. Additionally, the Company manages liquidity risk by maintaining detailed budgeting and forecasting to accommodate operational, capital expenditure, and working capital needs. Regular reviews of the financial position and current forecasts by the management team and board ensure that funds received from fundraising efforts are properly allocated and remain liquid. Foreign Currency Risk The Company is based in the UK with subsidiaries operating in Europe and the United States, however its main operational currency remains GBP as this accounts for the majority of its current expenditure and cash holdings. The Company receives funds in GBP, Euro and USD mainly. Management mitigates the potential foreign exchange exposure by matching its cost profile in the relevant currency and thereafter converting the remaining foreign currency to GBP. This report was approved by the board and signed on its behalf.
................................................ Dr M Papadakis Director
Date: 2 April 2026
Page 4
BRAINOMIX LIMITED |  |
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the audited financial statements of the Group for the year ended 31 December 2025.
Directors
The directors who served during the year were:
Dr M Papadakis
Dr O Reuss
Parkwalk Advisors Ltd
A J Naylor (resigned 31 March 2025)
K F Mehta (appointed 1 April 2025)
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Results and dividends
The loss for the year, after taxation, amounted to £5,160,362 (2024 - loss £6,309,944). No dividends were paid in the year (2024 - £nil). Page 5
BRAINOMIX LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' indemnities
As permitted by the Articles of association, the Directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors' liability insurance In respect of itself and its directors.
Research and development activities
In the period, the Company has actively pursued opportunities in the US market for both its Stroke and e-Lung product portfolios making further FDA submissions for enhancements to these platforms. During the year, expenditure on research and development was £5.1m (2024 - £4.2m).
Matters covered in the Group Strategic Report
The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Group's Strategic Report the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks anduncertainties.
Going concern considerations
With the fundraising activities completed in December 2024 and October 2025, the directors estimate that the current cash flow of the Group will be sufficient to support future planned activities. The directors have confidence that they will be able to maintain sufficient cash or will be able to secure sufficient cash inflow for the Group and Company to continue its activities for the foreseeable future and, in any event, for not less than 12 months from the approval of these financial statements and have therefore prepared the financial statements on a going concern basis.
Auditor
The auditor, Menzies LLP, was appointed as auditor for Brainomix Limited on 22 October 2025 in accordance with section 485 of the Companies Act 2006. Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
................................................ Dr M Papadakis Director
Date: 2 April 2026
Page 6
BRAINOMIX LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRAINOMIX LIMITED
Opinion
We have audited the financial statements of Brainomix Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's loss 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 7
BRAINOMIX LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRAINOMIX LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Page 8
BRAINOMIX LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRAINOMIX LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: The parent Company and the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including: ∙The Companies Act 2006; ∙Financial Reporting Standard 102; ∙UK employment legislation; ∙UK health and safety legislation; and ∙General Data Protection Regulations. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. We understood how the parent Company and the Group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes. The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. We assessed the susceptibility of the parent Company and the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: ∙Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; ∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; ∙Challenging assumptions and judgments made by management in its significant accounting estimates; and ∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: ∙Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount; ∙Timing of revenue recognition; and ∙The use of management override of controls to manipulate results, or to cause the parent Company or the Group to enter into transactions not in their best interests. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. Page 9
BRAINOMIX LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRAINOMIX LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Tom Woods FCA (Senior statutory auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor 2nd Floor, Midas House 62 Goldsworth Road Woking Surrey GU21 6LQ 2 April 2026 Page 10
BRAINOMIX LIMITED |  |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 6,068,694 | 4,574,681
Cost of sales |  | 10,203 | (317,746)
Gross profit |  | 6,078,897 | 4,256,935
Administrative expenses |  | (11,954,506) | (11,120,598)
Other operating income | 5 | 677,277 | 267,619
Operating loss | 6 | (5,198,332) | (6,596,044)
Interest receivable and similar income | 10 | 121,273 | 10,685
Loss before taxation |  | (5,077,059) | (6,585,359)
Tax on loss | 11 | (83,303) | 275,415
Loss for the financial year |  | (5,160,362) | (6,309,944)
The notes on pages 20 to 41 form part of these financial statements.
Page 11
BRAINOMIX LIMITED REGISTERED NUMBER:07426406 |  |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 92,428 |  | 84,618
Tangible assets | 14 |  | 250,131 |  | 332,758
|  |  | 342,559 |  | 417,376
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 16 | 1,704,631 |  | 1,197,424 |
Debtors: amounts falling due within one year | 16 | 3,320,304 |  | 2,019,315 |
Cash at bank and in hand |  | 12,152,034 |  | 12,927,296 |
|  | 17,176,969 |  | 16,144,035 |
Creditors: amounts falling due within one year | 17 | (3,574,311) |  | (2,944,383) |
Net current assets |  |  | 13,602,658 |  | 13,199,652
Total assets less current liabilities |  |  | 13,945,217 |  | 13,617,028
Creditors: amounts falling due after more than one year | 18 |  | (565,326) |  | (378,145)
Provisions for liabilities |  |  |  |  |
Other provisions | 19 | (105,915) |  | (105,915) |
|  |  | (105,915) |  | (105,915)
Net assets |  |  | 13,273,976 |  | 13,132,968
Page 12
BRAINOMIX LIMITED REGISTERED NUMBER:07426406 |  |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 4,275 |  | 3,906
Share premium account | 21 |  | 47,183,550 |  | 42,312,354
Foreign exchange reserve | 21 |  | (75,990) |  | (77,443)
Share-based payment reserve | 22 |  | 3,497,090 |  | 3,068,738
Profit and loss account | 21 |  | (37,334,949) |  | (32,174,587)
|  |  | 13,273,976 |  | 13,132,968
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ Dr M Papadakis
Director
Date: 2 April 2026
The notes on pages 20 to 41 form part of these financial statements. Page 13
BRAINOMIX LIMITED REGISTERED NUMBER:07426406 |  |
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 92,428 |  | 84,618
Tangible assets | 14 |  | 234,536 |  | 323,293
Investments | 15 |  | 71,195 |  | 43,270
|  |  | 398,159 |  | 451,181
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 16 | 1,704,631 |  | 1,197,424 |
Debtors: amounts falling due within one year | 16 | 3,568,651 |  | 3,769,980 |
Cash at bank and in hand |  | 11,584,146 |  | 12,776,284 |
|  | 16,857,428 |  | 17,743,688 |
Creditors: amounts falling due within one year | 17 | (3,217,880) |  | (2,739,464) |
Net current assets |  |  | 13,639,548 |  | 15,004,224
Total assets less current liabilities |  |  | 14,037,707 |  | 15,455,405
Creditors: amounts falling due after more than one year | 18 |  | (453,676) |  | (269,868)
Provisions for liabilities |  |  |  |  |
Other provisions | 19 | (105,915) |  | (105,915) |
|  |  | (105,915) |  | (105,915)
Net assets |  |  | 13,478,116 |  | 15,079,622
Page 14
BRAINOMIX LIMITED REGISTERED NUMBER:07426406 |  |
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 4,275 |  | 3,906
Share premium account | 21 |  | 47,183,550 |  | 42,312,354
Share-based payment reserve | 22 |  | 3,497,090 |  | 3,068,738
Profit and loss account brought forward |  | (30,305,376) |  | (24,795,460) |
Loss for the year |  | (6,901,423) |  | (5,509,916) |
Profit and loss account carried forward | 21 |  | (37,206,799) |  | (30,305,376)
|  |  | 13,478,116 |  | 15,079,622
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ Dr M Papadakis
Director
Date: 2 April 2026
The notes on pages 20 to 41 form part of these financial statements. Page 15

BRAINOMIX LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Foreign exchange reserve | Share-based payment reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 2,863 | 28,543,421 | (22,195) | 1,986,627 | (25,864,643) | 4,646,073
| Loss for the year | - | - | - | - | (6,309,944) | (6,309,944)
| Exchange rate movement on consolidation | - | - | (55,248) | - | - | (55,248)
| Charge relating to equity-settled share-based payments | - | - | - | 1,082,111 | - | 1,082,111
| Total comprehensive income for the year | - | - | (55,248) | 1,082,111 | (6,309,944) | (5,283,081)
| Shares issued during the year | 1,043 | 13,768,933 | - | - | - | 13,769,976
| At 1 January 2025 | 3,906 | 42,312,354 | (77,443) | 3,068,738 | (32,174,587) | 13,132,968
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (5,160,362) | (5,160,362)
| Exchange rate movement on consolidation | - | - | 1,453 | - | - | 1,453
| Charge relating to equity-settled share-based payments | - | - | - | 428,352 | - | 428,352
| Total comprehensive income for the year | - | - | 1,453 | 428,352 | (5,160,362) | (4,730,557)
| Shares issued during the year | 369 | 4,871,196 | - | - | - | 4,871,565
| At 31 December 2025 | 4,275 | 47,183,550 | (75,990) | 3,497,090 | (37,334,949) | 13,273,976
| The notes on pages 20 to 41 form part of these financial statements.
Page 16

BRAINOMIX LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Share-based payment reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £
| At 1 January 2024 | 2,863 | 28,543,421 | 1,986,627 | (24,795,460) | 5,737,451
| Loss for the year | - | - | - | (5,509,916) | (5,509,916)
| Charge relating to equity-settled share-based payments | - | - | 1,082,111 | - | 1,082,111
| Total comprehensive income for the year | - | - | 1,082,111 | (5,509,916) | (4,427,805)
| Shares issued during the year | 1,043 | 13,768,933 | - | - | 13,769,976
| At 1 January 2025 | 3,906 | 42,312,354 | 3,068,738 | (30,305,376) | 15,079,622
| Loss for the year | - | - | - | (6,901,423) | (6,901,423)
| Charge relating to equity-settled share-based payments | - | - | 428,352 | - | 428,352
| Total comprehensive income for the year | - | - | 428,352 | (6,901,423) | (6,473,071)
| Shares issued during the year | 369 | 4,871,196 | - | - | 4,871,565
| At 31 December 2025 | 4,275 | 47,183,550 | 3,497,090 | (37,206,799) | 13,478,116
| The notes on pages 20 to 41 form part of these financial statements.
Page 17

BRAINOMIX LIMITED |  |
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (5,160,362) | (6,309,944)
Adjustments for: |  |
Amortisation of intangible assets | 13,842 | 12,221
Depreciation of tangible assets | 130,205 | 159,515
Loss on disposal of tangible assets | - | 11
Interest receivable | (121,273) | (10,685)
Taxation charge | (402,147) | (275,415)
(Increase) in debtors | (1,751,107) | (1,089,847)
Increase in creditors | 817,109 | 686,449
Corporation tax received | 345,058 | 376,635
Foreign exchange movement | 1,453 | (16,939)
Interest received | 121,273 | 10,685
Share-based payment charge | 428,352 | 1,082,111
Net cash generated from operating activities | (5,577,597) | (5,375,203)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (21,652) | -
Purchase of tangible fixed assets | (47,578) | (15,329)
Sale of tangible fixed assets | - | 3,785
Net cash from investing activities | (69,230) | (11,544)
Cash flows from financing activities |  |
Issue of ordinary shares | 4,871,565 | 13,769,976
Foreign exchange impact | - | (38,309)
Net cash used in financing activities | 4,871,565 | 13,731,667
Net (decrease)/increase in cash and cash equivalents | (775,262) | 8,344,920
Cash and cash equivalents at beginning of year | 12,927,296 | 4,582,376
Cash and cash equivalents at the end of year | 12,152,034 | 12,927,296
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 12,152,034 | 12,927,296
| 12,152,034 | 12,927,296
The notes on pages 20 to 41 form part of these financial statements.
Page 18
BRAINOMIX LIMITED |  |
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | At 31 December 2025
| £ | £ | £
Cash at bank and in hand | 12,927,296 | (775,262) | 12,152,034
| 12,927,296 | (775,262) | 12,152,034
The notes on pages 20 to 41 form part of these financial statements.
Page 19
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Brainomix Limited (the 'Company") and its subsidiaries (together "the Group') automates validated imaging biomarkers on medical imaging with an Al-powered platform to improve both diagnosis and treatment decisions. The Company is a private company limited by shares, incorporated in United Kingdom under the Companies Act 2006 and is registered in England and Wales. The registered office and principal place of business is First Floor, Seacourt Tower, West Way, Oxford, England, OX2 0JJ. 2.Accounting policies
| 2.1 | 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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. Brainomix Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken in relation to share-based payments, financial instruments, presentation of a cash flow statement and remuneration of key management personnel. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.
| 2.3 | Going concern
With the fundraising activities completed in December 2024 and October 2025, the directors estimate that the current cash flow of the Group will be sufficient to support future planned activities. The directors have confidence that they will be able to maintain sufficient cash or will be able to secure sufficient cash inflow for the Group and Company to continue its activities for the foreseeable future and, in any event, for not less than 12 months from the approval of these financial statements and have therefore prepared the financial statements on a going concern basis. Page 20
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | 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 except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 21
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value considers trade discounts, settlement discounts and volume rebates. Deferred income consists of billings or payments received in advance of turnover recognition. Accrued income consists of turnover recognised in advance of billings or payments. Software licenses The Company and Group recognise revenue from the sale of software licenses (Saas - Software as a Service) monthly over the duration of the sales contracts when there is an ongoing commitment for first-line customer support. The balance is deferred over the period of the contract. Where there is no ongoing commitment for first-line customer support, the revenue is recognised upon the license being issued. Revenue is measured at the fair value of the consideration received or receivable, ensuring reliable quantification based on contract terms and pricing mechanisms. The Company and Group assess the probability of collecting consideration due under contracts, recognising revenue only when it is likely that the economic benefits will flow to the Company and Group. Partnership revenue Revenue from a contract to provide services is recognised in the period in which the services or milestones are performed in accordance with the stage of completion of the contract when all of the following conditions are satisfied: the amount of the revenue can be measured reliably; it is probable that the Company and Group 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. This is recognised in life science partnership revenue.
| 2.6 | Classification of costs
Cost of sales include costs that can be directly attributable to the sale of software licenses including third party software licenses, sales commissions to third parties, the acquisition of servers provided to the customer. In addition, cost of sales includes third party site costs attributable to partnership revenue. Administrative costs include research and development expenses, selling and customer service related expenditure, general and corporate expenditure, and all staff costs.
| 2.7 | Leases
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed. A dilapidation provision was provided for in the year against reinstatement costs when exiting the lease. Page 22
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
| 2.9 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | 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 reporting 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 Group 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. Page 23
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Taxation
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 reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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 reporting date.
| 2.13 | 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. Amortisation is provided on the following bases:
|  |  |  | Patents | - |  | 10% Straight line
Page 24
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | 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. Depreciation is provided on the following basis:
|  |  |  | Leasehold property | - | 20% Straight line
|  |  |  | Office equipment | - | 20-33% Straight line
|  |  |  | Computer equipment | - | 20% Straight line
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.
| 2.15 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.16 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.17 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Page 25
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Page 26
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are continually evaluated on a Group basis and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical accounting estimates: Fair value of share option grants Due to the lack of a public market, there are several key estimates and assumptions in relation to the Company valuation, and the use of the Black Scholes model to determine the fair value of a Company share option at the date of grant. The Company grants share options over Ordinary shares and management has primarily used Preference share values from recent fundraises as a reference point to determine the fair value of the Company's Ordinary shares. This calculation involves certain levels of discounting back from Preference share value to Ordinary share value which therefore makes it a source of estimation uncertainty. Critical accounting judgements: Revenue recongition Management have assessed that the costs incurred in providing second and third level support are not material and therefore 100% of revenue from contracts where the Company does not have an ongoing commitment to first-line support are recognised upon the licenses being issued.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| SaaS (Software as a Service) | 4,478,389 | 3,521,681
| Partnership revenue | 1,590,305 | 1,053,000
|  | 6,068,694 | 4,574,681
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 3,013,686 | 2,277,481
| Rest of Europe | 1,464,337 | 1,885,360
| Rest of the world | 1,590,671 | 411,840
|  | 6,068,694 | 4,574,681
Page 27
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Grants | 191,827 | 206,909
| R&D expenditure credit | 485,450 | 60,710
|  | 677,277 | 267,619
| Grants are accounted for using the performance method, with income recognised within other operating income once specified performance obligations are fulfilled, and the Company has complied with all the terms and conditions of the grant. In the reporting period, grants were received from Innovate UK, to improve the targeting of mechanical thrombectomies. There are no unfulfilled conditions or contingencies attached to the recognised grants, underscoring that all associated performance milestones have been achieved and compliance requirements met.
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation | 130,205 | 158,509
| Amortisation | 13,842 | 13,227
| Loss on disposal | - | 11
| Lease payments | 153,090 | 153,090
| Exchange rate differences | 103,254 | 55,248
| Research and development costs | 5,118,637 | 3,786,373
| Share-based payment | 428,352 | 1,082,111
7. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements | 37,750 | 101,570
Page 28
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 6,707,339 | 6,705,708 | 5,873,170 | 5,777,940
| Social security costs | 774,931 | 523,639 | 754,914 | 494,482
| Cost of defined contribution scheme | 260,062 | 315,335 | 259,006 | 301,356
|  | 7,742,332 | 7,544,682 | 6,887,090 | 6,573,778
| Staff costs include emoluments for key management personnel of £1,085,525 (2024 - £917,166).
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Corporate and senior management | 13 | 14
|  | Technical and development | 40 | 40
|  | Customer success | 18 | 17
|  |  | 71 | 71
| The average monthly number of employees, including directors, for the Company during the year was 67 (2024 - 61).
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 251,182 | 265,922
| Group contributions to defined contribution pension schemes | 7,231 | 12,600
|  | 258,413 | 278,522
| During the year retirement benefits were accruing to 1 director (2024 -1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £246,532 (2024 - £210,000).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,231 (2024 - £12,600).
Page 29
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest receivable | 121,273 | 10,685
|  | 121,273 | 10,685
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 92,235 | (275,415)
| Adjustments in respect of previous periods | (8,932) | -
|  | 83,303 | (275,415)
| Total current tax | 83,303 | (275,415)
Page 30
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (5,077,059) | (6,585,359)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%) | (1,269,265) | (1,646,340)
| Effects of: |  |
| Fixed asset differences | 17,798 | -
| Adjustments to tax charge in respect of prior periods | (8,932) | -
| Changes in unrecognised tax losses | 842,915 | 918,205
| Expenses not deductible for tax purposes | 408,552 | 337,554
| Effects of R&D tax relief | 92,235 | 115,166
| Total tax charge for the year | 83,303 | (275,415)
| Deferred tax As at 31 December 2025, the Group had an unrecognised deferred tax asset of £6,259,442 (2024 - £6,144,567), comprising unrelieved trading losses, timing difference on fixed assets, general provision, employee share options and carried forward R&D credit. Deferred tax has not been recognised in the Financial Statements as the Group is loss making.
12. | Parent company profit for the year
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £6,901,423 (2024 - loss £5,509,916). The Company loss after tax is stated after a bad debt provision of £3,296,327 (2025 - £nil) in relation to amounts due to the Company by the subsidiaries. Page 31
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Intangible assets
| Group and Company
|  | Patents
|  | £
| Cost |
| At 1 January 2025 | 132,274
| Additions | 21,652
| At 31 December 2025 | 153,926
| Amortisation |
| At 1 January 2025 | 47,656
| Charge for the year | 13,842
| At 31 December 2025 | 61,498
| Net book value |
| At 31 December 2025 | 92,428
| At 31 December 2024 | 84,618
Page 32
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Tangible fixed assets
| Group
|  | Leasehold property | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 355,991 | 67,273 | 226,679 | 649,943
| Additions | - | 1,104 | 46,474 | 47,578
| At 31 December 2025 | 355,991 | 68,377 | 273,153 | 697,521
| Depreciation |  |  |  |
| At 1 January 2025 | 123,322 | 23,087 | 170,776 | 317,185
| Charge for the year | 71,184 | 13,195 | 45,826 | 130,205
| At 31 December 2025 | 194,506 | 36,282 | 216,602 | 447,390
| Net book value |  |  |  |
| At 31 December 2025 | 161,485 | 32,095 | 56,551 | 250,131
| At 31 December 2024 | 232,669 | 44,186 | 55,903 | 332,758
Page 33
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 14.Tangible fixed assets (continued)
| Company
|  | Long-term leasehold property | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 355,991 | 67,273 | 214,384 | 637,648
| Additions | - | 1,104 | 34,830 | 35,934
| At 31 December 2025 | 355,991 | 68,377 | 249,214 | 673,582
| Depreciation |  |  |  |
| At 1 January 2025 | 123,322 | 23,087 | 167,946 | 314,355
| Charge for the year | 71,184 | 13,195 | 40,312 | 124,691
| At 31 December 2025 | 194,506 | 36,282 | 208,258 | 439,046
| Net book value |  |  |  |
| At 31 December 2025 | 161,485 | 32,095 | 40,956 | 234,536
| At 31 December 2024 | 232,669 | 44,186 | 46,438 | 323,293
Page 34
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 43,270
| Additions | 27,925
| At 31 December 2025 | 71,195
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Brainomix Europe Limited | Suite 10380, 26/27b Upper Pembroke Street, Dublin, 2 D02 X361, Ireland | Ordinary | 100%
| Brainomix USA Inc. | Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 | Ordinary | 100%
| Brainomix Sweden AB | c/o Leinonen, Sweden AB, Sankt Eriksgatean, 63 B, 5 tr, 112 34, Stockholm | Ordinary | 100%
| Shanghai Brainomix Medical Imaging Technology Co. Ltd (a dormant, 100% subsidiary) was dissolved on 21 February 2025.
Page 35
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Prepayments and accrued income | 1,704,631 | 1,197,424 | 1,704,631 | 1,197,424
|  | 1,704,631 | 1,197,424 | 1,704,631 | 1,197,424
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due within one year |  |  |  |
| Trade debtors | 1,000,131 | 568,935 | 875,921 | 406,565
| Amounts owed by group undertakings | - | - | 423,389 | 2,052,477
| Other debtors | 55,338 | 132,274 | 24,004 | 109,898
| Prepayments and accrued income | 1,871,620 | 981,980 | 1,852,122 | 864,916
| Tax recoverable | 393,215 | 336,126 | 393,215 | 336,124
|  | 3,320,304 | 2,019,315 | 3,568,651 | 3,769,980
| Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. Amounts owed by group undertakings are stated after a bad debt provision of £3,296,327 (2024 - £nil).
17. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 217,604 | 231,111 | 214,312 | 229,409
| Amounts owed to group undertakings | - | - | 15,318 | -
| Other taxation and social security | 189,724 | 131,669 | 171,188 | 118,517
| Other creditors | 5,729 | 14,098 | 2,981 | 2,860
| Accruals and deferred income | 3,161,254 | 2,567,505 | 2,814,081 | 2,388,678
|  | 3,574,311 | 2,944,383 | 3,217,880 | 2,739,464
Page 36
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accruals and deferred income | 565,326 | 378,145 | 453,676 | 269,868
|  | 565,326 | 378,145 | 453,676 | 269,868
19. | Provisions
| Group and Company
|  | Dilapidation Provision
|  | £
| At 1 January 2025 | 105,915
| At 31 December 2025 | 105,915
| The dilapidation provision (for the Group and Company) is for the reinstatement costs of the Group's head office. The cost is charged to the profit and loss as the obligation arises. The provision is expected to be utilised at the end of the lease in 2027.
Page 37
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,616,801 (2024 -1,616,801) Ordinary shares of £0.001 each | 1,617 | 1,617
|  | 1,245,842 (2024 -1,245,842) Series B shares of £0.001 each | 1,246 | 1,246
|  | 1,412,238 (2024 -1,043,180) Series C shares of £0.001 each | 1,412 | 1,043
|  |  | 4,275 | 3,906
On 6 January 2025, the Company issues 7,575 Series C Shares with an aggregate nominal value of £7.58 for total cash proceeds of £99,990. On 3 November 2025, the Company issued 361,483 Series C shares with an aggregate nominal value of £361.48 for total cash proceeds of £4,771,569. Capital distribution rights On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares), the surplus assets of the company remaining after payment of its liabilities shall be applied: First, in paying to the holders of ordinary shares and Series B shares an amount equal to the aggregate amount paid on each Series C share, as follows: • 0.001% to the holders of Series B shares and ordinary shares pro rata to their respective holdings of Series B shares and ordinary shares (as if they constituted a single class of shares); and • 99.999% to the holders of Series C shares, pro rata to the number of Series C shares held, and if there are insufficient proceeds to satisfy such amounts in full, the available proceeds shall be distributed in accordance with the above proportions. Second, in paying to the holders of ordinary shares and Series C shares an amount equal to the aggregate amount paid on each Series B share, as follows: • 0.001% to the holders of Series C shares and ordinary shares pro rata to their respective holdings of Series C shares and ordinary shares (as if they constituted a single class of shares); and • 99.999% to the holders of Series B shares, pro rata to the number of Series B shares held, and if there are insufficient proceeds to satisfy such amounts in full, the available proceeds shall be distributed in accordance with the above proportions Third, in paying the remainder 0.001% to the holders of preference shares pro rata to the number of such shares held, and 99.999% to the holders of ordinary shares pro rata to the number of such shares held. If under the above allocations the holders of Series C shares and Series B shares (as applicable) would receive less than they would receive if the entire class of Series C shares and Series B shares (as applicable) converted to an equal number of ordinary shares immediately before such allocation, then the surplus assets shall be distributed as if such conversion had occurred. Voting rights The Ordinary shares, Series B shares and Series C shares all rank equally for voting purposes. Each share carries the right to one vote. Page 38
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Reserves
Share premium account Represents any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium. Foreign exchange reserve Comprises translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling (£). Share-based payment reserve This reserve includes all current and prior period movements on share based payment transactions. Profit and loss account The profit and loss account reserve represents cumulative profits and losses. Page 39
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Share-based payments
| The Group operates two share-based payment schemes - EMI for UK based employees and unapproved for non UK based employees. All employees are granted ordinary share options in the Company which do not carry any performance conditions but only time-based conditions. The options are granted with a fixed exercise price, are exercisable three years after the date of grant and expire ten years after the date of grant. Employees are not entitled to dividends until the options are exercised. Employees are required to remain in employment with the Group until exercise, otherwise the awards lapse. The Group makes grants once an employee completes their probation. When the employee exercises the options, the Company issues new shares which don't carry any income tax or national insurance liability.
|  | Weighted average exercise price 2025 | Number 2025 | Weighted average exercise price 2024 | Number 2024
| Outstanding at the beginning of the year | £7.50 | 399,695 | £7.71 | 389,170
| Granted during the year | £3.81 | 132,803 | £8.45 | 115,033
| Cancelled during the year |  | - | £9.90 | (85,116)
| Expired during the year | £4.16 | (27,490) | £6.84 | (19,392)
| Outstanding at 31 December | £6.71 | 505,008 | £7.50 | 399,695
| Exercisable at 31 December | £7.15 | 340,100 | £7.61 | 355,160
| The cancellations relate to share options that were surrendered and reissued.
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Equity-settled schemes | 428,352 | 1,082,111
|  | 428,352 | 1,082,111
23. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 153,090 | 153,090
| Later than 1 year and not later than 5 years | 153,090 | 293,422
|  | 306,180 | 446,512
Page 40
BRAINOMIX LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
24. | Related party transactions
| During the year the Group and Company recognised revenue from Boehringer Ingelheim International GmbH, a shareholder of Brainomix Limited, of £1,283,131 (2024: £757,881). The outstanding balance for both Group and Company at 31 December 2025 was a debtor balance of £203,097 (2024: £63,326). The Company's other related party transactions were with wholly owned subsidiaries.
25. | Controlling party
The Company is owned by a number of private shareholders and companies. Parkwalk Advisors Ltd and Boehringer Ingelheim Venture Fund GmbH are the only shareholders holding more than 25% of the Company, with ownership stakes of 27% and 26%, respectively. Accordingly, there is no parent entity nor ultimate controlling party.
Page 41