REGISTERED NUMBER: 12380800 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

FIBRILLOGENESIS LTD

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

Dr D N O'Leary

U Hutzler

K Yu Siu Ming

Ms D. D. Plonka

REGISTERED OFFICE:

1 Park Gardens

Yeovil

Somerset

BA20 1DW

REGISTERED NUMBER:

12380800 (England and Wales)

AUDITORS:

Accura Audit Limited (Statutory Auditor)

Langley House,

53 Theobald Street,

Borehamwood

WD6 4RT

FIXED ASSETS

Tangible assets

4

7,768

8,547

CURRENT ASSETS

Debtors

5

8,350

1,377

Cash at bank

106,303

111,363

114,653

112,740

CREDITORS

Amounts falling due within one year

6

493,784

343,064

NET CURRENT LIABILITIES

(379,131

)

(230,324

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(371,363

)

(221,777

)

CAPITAL AND RESERVES

Called up share capital

100

100

Share premium

190,236

190,236

Retained earnings

(561,699

)

(412,113

)

(371,363

)

(221,777

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 May 2026 and were signed on its behalf by:

Dr D N O'Leary - Director

1.	STATUTORY INFORMATION

Fibrillogenesis Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Functional and presentation currency

The company's functional and presentational current is pound sterling (£). Monetary amounts in these financial statements are rounded to the nearest £.

Going concern

The financial statements have been prepared on the going concern basis.

In making this assessment, the directors have considered the company's current financial position, including its net current liabilities of £379,131 (2024: £230,324), net liabilities of £371,363 (2024: £221,777), continuing operating losses and expected cash requirements for the period of at least twelve months from the date of approval of these financial statements.

The company remains in its development phase and the directors' forecasts for 2026 assume continuing research and development activity with no sales revenue during that period. Commercialisation is not currently expected until 2028.

The company is reliant on the continued financial support of its parent undertaking, ISA Industrial Limited, to meet its liabilities as they fall due. The parent undertaking has provided a formal letter of support confirming its intention to provide such support for a period of at least 12 months from the date of approval of these financial statements. The directors have assessed the letter of support and are satisfied that the parent undertaking will provide the financial support required throughout this period.

Significant judgements and estimates

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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:

Plant and machinery - 20% straight line on cost

Computer equipment - 20% straight line on cost

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 accruals, that are classified as debt, 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 payments 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. Amounts 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.No deferred tax asset recognised due to uncertainty over future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less. Bank overdrafts are included within borrowings under current liabilities.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

64,493

Additions

5,581

At 31 December 2025

70,074

DEPRECIATION

At 1 January 2025

55,946

Charge for year

6,360

At 31 December 2025

62,306

NET BOOK VALUE

At 31 December 2025

7,768

At 31 December 2024

8,547

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Other debtors

8,350

1,377

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to group undertakings

362,763

212,763

Other creditors

131,021

130,301

493,784

343,064

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for qualified opinion

As described in Note 2 to the financial statements, the company is entirely dependent on the continued financial support of its ultimate parent undertaking to meet its liabilities as they fall due and to continue as a going concern. Management's going concern assessment is based on a letter of support from the ultimate parent undertaking, which evidences the ultimate parent's stated intention to provide financial support for a period of at least 12 months from the date of approval of these financial statements. Whilst the letter of support evidences the ultimate parent's stated intention to provide support, we were unable to obtain sufficient appropriate audit evidence to satisfy ourselves as to the ultimate parent undertaking's ability to fulfil that commitment. Accordingly, we were unable to obtain sufficient appropriate audit evidence in respect of this aspect of management's going concern assessment.

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 company 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 qualified opinion.

Brian Melville Leighton (Senior Statutory Auditor)

for and on behalf of Accura Audit Limited (Statutory Auditor)

8.	RELATED PARTY DISCLOSURES

During the accounting period, the company contracted services from Materials Science Solutions Limited. Dr D N O'Leary is a director of Fibrillogenesis Ltd and beneficial owner and director who controls Materials Science Solutions Limited. Consultancy services of £75,000 (2024: £75,000) were provided from Materials Science Solutions Limited to Fibrillogenesis Ltd. The balance owed to Materials Science Solutions Limited at 31 December 2025 was £125,631 (2024: £125,631).

During the accounting period, there was an intercompany loan with ISA Capital Limited, the parent company of Fibrillogenesis Ltd. The balance of the loan at 31 December 2025 was £362,763 (2024: £212,763). During the year, a further £150,000 was loaned to the company. No interest is charged on the loan as the loan is repayable on demand.

9.	ULTIMATE CONTROLLING PARTY

Fibrillogenesis Ltd is a subsidiary undertaking of ISA Capital Limited which holds 85% of the shareholding in Fibrillogenesis Ltd. ISA Capital Limited is incorporated in Hong Kong. Fibrillogenesis Ltd is also part of a large group whose consolidated financial statements are prepared by its ultimate parent company ISA Industrial Limited. ISA Industrial Limited is the ultimate controlling party of Fibrillogenesis Ltd which is incorporated in the British Virgin Islands. The principal address of the ultimate parent undertaking, ISA Industrial Limited, is Vistra Corporate Services Centre, Wickhams Cay 11, Road Town, Tortola, VG 11110, British Virgin Islands.