Neurentis Plc

Contents

Neurentis Plc

Company Information

Neurentis Plc

Strategic Report for the Year Ended 30 November 2025

The directors present their strategic report for the year ended 30 November 2025.

Company Overview

Neurentis Plc is a UK-based biopharmaceutical company focused on the development and commercialisation of innovative treatments for neuropsychiatric and neurological disorders. Our mission is to improve the lives of patients suffering from conditions including treatment-resistant depression and rare neurodegenerative diseases, through scientifically validated therapies with clear clinical and commercial potential.

What sets Neurentis apart is our strategic approach to pipeline development, combining our established "buy and build" model with internal innovation. We focus on in-licensing and co-developing later-stage, de-risked assets from leading academic institutions and pharmaceutical partners, whilst also conceiving novel therapeutic candidates where we identify compelling clinical opportunities. This dual approach allows us to rapidly assemble a high-quality pipeline with well-understood mechanisms, proven safety profiles, and accelerated paths to market, whilst maintaining the flexibility to innovate where the science and unmet need align.

Neurentis operates with a lean, execution-focused team that combines deep expertise in neuroscience drug development, regulatory affairs, and business development. We maintain an agile, capital-efficient structure and collaborate with world-class partners across the biotech, pharmaceutical, and AI sectors.

In 2025, Neurentis began the development planning of its lead programme, Quivara™, toward Phase 3 development in partnership with Viatris, expanded its pipeline to five product candidates including orphan drug designations for rare diseases, and progressed EIS assurance to support UK investor participation. The company also advanced preparations towards a public listing, selecting advisors, and strengthened collaborations with leading research institutions. With a global network of advisors, partners, and investors, Neurentis is building a sustainable, scalable platform for growth in CNS therapeutics.
 

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Chairman's Statement

It gives me great pleasure to present this statement as we close out a defining year of progress for Neurentis. 2025 was a year predominantly dedicated to the substantial expansion of our clinical pipeline, the advancement of our lead late stage programme Quivara™, and the intensive preparation for our next phase of corporate growth and capital formation. We achieved highly meaningful milestones on all of these fronts.

At the heart of our operations remains our buy and build strategy, which sets Neurentis apart from early stage models that rely heavily on untested internal discovery. Rather than undertaking early stage scientific risks, we actively identify, acquire, or license high potential neuroscience assets and apply rigorous development expertise to advance them toward significant value inflection points. This risk-averse business model enables us to construct a diversified portfolio efficiently, maintaining tight control over cash resources while accelerating our path to market. It is a strategy designed for agility, capital efficiency, and most importantly, long-term shareholder value creation.

During 2025, we made exceptional strides in broadening our pipeline into the highly attractive field of rare neurological diseases, creating two new drug candidates focused on Progressive Supranuclear Palsy, Perry syndrome, and Multiple System Atrophy. These additions represent a major strategic evolution for the Company into the high value orphan drug landscape, which offers a robust commercial defence and accelerated pathways.

Simultaneously, we continued to drive our lead programme, Quivara™, closer towards its pivotal Phase 3 trial for Treatment-Resistant Depression. Following our strategic collaboration with Viatris, we held highly productive Joint Development Committee meetings to meticulously plan the development trajectory. Furthermore, we successfully identified and selected an appropriate Contract Research Organisation to execute this crucial Phase 3 trial, ensuring we have the highest quality operational framework in place.

Looking to our future growth, we progressed discussions resulting in agreements with two leading research institutions to explore new drugs for neurological disorders. This expanding collaborative network allows us to tap into world class academic expertise to supplement our own pipeline.

Throughout the year, we have also devoted significant resources to structuring the company to be highly attractive to investors. We actively worked towards a stock market listing, identifying and choosing a suite of expert advisors to guide us through this process. In parallel, we undertook substantial work to secure Enterprise Investment Scheme assurance, filing our application in December 2025. I am delighted to report that, as a post balance sheet event, we received formal assurance from HM Revenue and Customs in February 2026, which is expected to powerfully catalyse new investor interest.

I was also personally active in increasing the profile of Neurentis within the industry and investment communities. This included significant investor relations efforts and speaking at industry events. I was invited to speak as a featured panelist at the Bionow Neuroscience Conference, one of the UK's premier gatherings for neuroscience innovation. The conference brought together leading researchers, clinicians, industry executives, and investors to address the challenges of combining scientific expertise with adequate funding and commercial pathways in the neuroscience sector.

I participated in a dedicated panel session on Psychiatric Disorders, chaired by Laura Ajram, Chief Executive of the British Neuroscience Association. The panel discussion explored the translational challenges in psychiatric drug development, the importance of validated biomarkers, and the commercial considerations that must underpin scientifically rigorous programmes.

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I also participated as a panel speaker at the Bio3 2025 forum in Greece, a leading European event focused on biotechnology innovation, investment, and cross-border collaboration. Speaking at the conference at the panel called Engineering the Future of Brain Health, my speech had the title “How Small Biotechs Are Powering Big Pharma” - I had the opportunity to communicate Neurentis's evolving strategy to an international audience of investors, pharmaceutical executives, and academic partners.

The Board continues to be excited by the tremendous potential of Neurentis. We are completely focused on the late stage clinical development of Quivara™ through its pivotal Phase 3 trial, while vigorously progressing our new orphan drug candidates. We remain extremely confident in our strategy and look forward to delivering on these significant opportunities in the year ahead.

I would like to thank our dedicated team, our shareholders, and our corporate and scientific partners for their continued support and collaboration.



Dimitri F. Dimitriou, FRSM
Executive Chairman

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Strategic Report for the Year Ended 30 November 2025 (continued)

Strategic Report and Business Review

2025 was a year of strategic acceleration and disciplined pipeline expansion for Neurentis. We successfully executed on our buy and build strategy and delivered tangible progress across our clinical programmes, validating our model and setting the stage for meaningful near term value inflection. In addition to focusing on advancing Quivara™, we also expanded into the lucrative orphan drug space, and positioned the Company for future capital market activities. What follows is a detailed account of our progress across each of the five programmes in our portfolio, together with the commercial and strategic context that underpins our confidence in the path ahead.

Quivara™ (NRNT-012302): Preparing for Phase 3 in Treatment-Resistant Depression

Our lead programme, Quivara™, is being advanced into a pivotal Phase 3 clinical trial for Treatment-Resistant Depression, and it remains the centrepiece of our near term clinical strategy. The programme is centred on a well characterised mechanism of action with an established history of regulatory approval and clinical use in the United States for major depressive disorder. Our strategy is not to alter the underlying pharmacology but to reposition and clinically validate this therapy specifically in the treatment-resistant population, where a substantial proportion of patients fail to respond to first-line treatments and where effective, tolerable options remain severely limited.

Major depressive disorder is one of the most prevalent and debilitating conditions worldwide. According to the World Health Organization and the Global Burden of Disease studies, depressive disorders are a leading cause of years lived with disability globally, accounting for a substantial proportion of the global disease burden. In the eight major pharmaceutical markets, which include the United Kingdom, the United States, and several European nations, there were over 50 million prevalent cases of major depressive disorder in 2019, a figure that is forecast to exceed 55 million by 2029. Within this broad population, approximately one third of all patients are classified as having treatment-resistant depression, defined as a failure to respond adequately to at least two different antidepressant treatments of sufficient dose and duration. In Europe alone, major depressive disorder affects over 20 million individuals, with approximately one third of those patients, some seven million people, suffering from treatment-resistant depression.

The current standard of care relies heavily on selective serotonin reuptake inhibitors and serotonin-norepinephrine reuptake inhibitors. When these agents were first introduced, they represented a significant advancement, primarily due to their improved safety and tolerability compared to earlier generations of antidepressants. However, as clinical experience has matured, their limitations have become increasingly apparent. It is now widely recognised that approximately one third of patients do not achieve a meaningful clinical response to these first-line therapies, and even fewer achieve full remission. Furthermore, these agents are frequently associated with persistent side effects, including weight gain, emotional blunting, and sexual dysfunction, which often lead to poor treatment adherence and subsequent relapse. This failure of the current standard of care has created a substantial and growing population of patients with treatment-resistant depression, a population that currently has very few approved options.

The economic consequences are equally acute. Mental health conditions account for a disproportionate share of indirect healthcare costs in Europe and North America. Patients with treatment-resistant depression utilise healthcare resources at significantly higher rates, carry an increased risk of suicide, and suffer a profound loss of workplace productivity. Historical market data indicate that health systems and payers are willing to support the adoption and reimbursement of innovative therapies that demonstrate improved outcomes in these refractory populations.

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In the current market for treatment-resistant depression, the only significant recent innovation has been the approval of esketamine, marketed by Johnson and Johnson as Spravato. Despite being a dissociative anaesthetic that requires administration under strict medical supervision in a clinical setting, Spravato has rapidly achieved blockbuster status, with annual sales exceeding $1.7 billion. The Directors believe that the commercial success of esketamine is a clear signal of the market needs in treatment-resistant depression. However, ketamine-based therapies are not traditional antidepressants and do not address the underlying neurotransmitter imbalances in the same way as a triple-action agent. There remains a clear opportunity for a potent, self-administered antidepressant that can provide robust efficacy with the convenience and safety of a modern transdermal delivery system.

Quivara™ utilises a broad-spectrum mechanism of action, working simultaneously across three critical neurotransmitter systems: dopamine, serotonin, and norepinephrine. This triple-action pharmacology is particularly relevant in treatment-resistant depression, where patients often suffer from a profound lack of motivation and pleasure, symptoms closely linked to dopamine deficiency that are frequently left unaddressed by standard therapies. The transdermal delivery system is a critical component of our de-risking strategy, as it bypasses the digestive system and first-pass metabolism, thereby preserving the protective enzymatic barrier in the gut that metabolises dietary tyramine. This allows patients to benefit from the powerful antidepressant effects of this class of medicine without the restrictive dietary requirements that have historically limited its use.

Following our strategic collaboration agreement in late 2024 with Viatris Inc., a global pharmaceutical company with approximately $15 billion in annual sales and a significant presence in the central nervous system market, 2025 saw significant operational advancement. Under the terms of the collaboration, a Joint Development Committee has been established to oversee the progression of the asset, and Viatris will provide clinical-grade product for our upcoming pivotal Phase 3 trials. This partnership provides essential supply chain stability, regulatory credibility through the ability to reference existing safety and manufacturing data, and commercial validation through a relationship with a top-tier pharmaceutical partner.

During 2025, we held Joint Development Committee meetings with Viatris to map out the development plan and strategy. Crucially, we have now formally identified and selected a highly experienced clinical Contract Research Organisation to conduct the upcoming Phase 3 trial. This selection is a paramount step, ensuring that the execution of the trial will meet the rigorous standards expected by regulatory authorities. Because the product is already approved by the United States Food and Drug Administration and marketed for a number of years for depression, the Directors believe the regulatory path is significantly de-risked compared to a novel chemical entity. The upcoming pivotal Phase 3 trial will focus on demonstrating efficacy in patients who have failed to respond to multiple prior lines of therapy.

NRNT-062501: Progressive Supranuclear Palsy

A defining accomplishment of 2025 was the creation and addition of two new drug candidates to our pipeline, targeting rare and devastating neurodegenerative conditions. The first of these, NRNT-062501, is being developed for Progressive Supranuclear Palsy, a severe and rapidly progressive disease of the central nervous system that represents a classic orphan indication with no approved disease-modifying or symptomatic treatments.
 

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Progressive Supranuclear Palsy is a neurodegenerative disorder characterised by the toxic accumulation of a protein in the brain, which leads to early and profound impairments in balance, postural stability, and motor control. Unlike more common forms of parkinsonism, Progressive Supranuclear Palsy progresses with remarkable speed, often leaving patients with a median survival of only six to ten years from the onset of symptoms. The clinical course is severe, with patients typically experiencing a marked decline in functional independence within a few years of diagnosis. As the condition advances, patients develop significant bulbar dysfunction, most notably a progressive loss of the ability to swallow effectively and severe speech impairment. These features not only diminish the patient's quality of life but also create a significant barrier to effective treatment, as conventional oral medications become difficult or impossible to administer reliably as the disease takes hold.

The disease is estimated to affect approximately five to seven individuals per 100,000 of the population. Although this represents a small patient population in absolute terms, the total absence of effective treatments combined with the rapid progression and high mortality associated with the disorder creates what the Directors describe as a pioneer market opportunity, where the first approved therapies are expected to achieve rapid and deep market penetration.

NRNT-062501 represents an internally conceived repurposing opportunity selected specifically for its potential to address the unique clinical challenges of the Progressive Supranuclear Palsy population, particularly regarding consistent central nervous system exposure and ease of administration in patients with advanced symptoms. By adopting an optimised therapeutic approach designed with the constraints of dysphagia in mind, the Group aims to provide a more reliable and clinically meaningful intervention for patients whose conditions render conventional oral therapies impractical.

The regulatory environment for Progressive Supranuclear Palsy is highly supportive of innovation. Given the prevalence of the disease, it falls precisely within the criteria for Orphan Drug Designation in the United Kingdom, the United States, and the European Union. The Directors intend to pursue these designations, which would potentially grant the Group a period of robust market exclusivity, typically up to ten years in Europe and seven years in the United States, following regulatory approval. This exclusivity is independent of patent life and is highly regarded by the investment community for the pricing power and protection it affords in underserved medical markets. In addition to market exclusivity, orphan programmes typically benefit from protocol assistance from regulators, reduced development fees, and in certain cases eligibility for accelerated assessment procedures and conditional approval pathways where the unmet medical need is particularly acute.

The pharmaceutical industry has demonstrated a sustained and growing appetite for orphan neurology assets. The clarity of clinical endpoints in rare neurological diseases and the ability to conduct smaller, more focused pivotal trials compared to broader indications typically leads to a more efficient use of capital and a clearer path to regulatory approval. Recent market activity reflects that large-scale pharmaceutical participants are increasingly seeking to acquire or partner on rare disease candidates that have achieved early clinical validation. Transactions in the rare disease space frequently command premium valuations, reflecting the strategic importance of assets that address high-severity, low-competition indications.

Consistent with the Company's asset-light philosophy, Neurentis does not intend to develop a commercial infrastructure for Progressive Supranuclear Palsy. Instead, our goal is to advance the programme through its next clinical inflection point and generate the translational data necessary to attract a high-value strategic partnership with a global partner possessing established rare disease distribution networks.
 

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NRNT-072601: Multiple System Atrophy and Perry Syndrome

The Group is concurrently advancing NRNT-072601, a second orphan candidate targeting two exceptionally severe and underserved neurological conditions: Multiple System Atrophy and Perry Syndrome. These disorders are characterised by a combination of motor dysfunction, autonomic failure, and psychiatric symptoms, for which there are currently no approved disease-modifying or specialised symptomatic treatments.

Multiple System Atrophy is a relentless and rapidly progressive disorder that affects the autonomic nervous system alongside motor control. Patients typically experience a devastating triad of symptoms, including profound fluctuations in blood pressure, parkinsonian tremors, and cerebellar ataxia, which leads to a significant loss of mobility and functional independence within a few years of diagnosis. The condition is characterised by the accumulation of a specific protein and carries a markedly reduced life expectancy. Like Progressive Supranuclear Palsy, it is classified as a rare disease and there are no approved therapies that materially alter its progression.

Perry Syndrome is an even rarer, ultra-orphan condition caused by specific genetic mutations that result in a unique clinical presentation of parkinsonism, severe depression, weight loss, and life-threatening respiratory insufficiency. For patients diagnosed with Perry Syndrome, the prognosis is universally poor, with respiratory failure often occurring within three to five years of symptom onset. The combination of motor, psychiatric, and respiratory complications makes this one of the most devastating neurological diagnoses a patient can receive.

The Directors believe that NRNT-072601 represents a significant clinical opportunity due to its potential to address the multifaceted nature of these diseases. In both Multiple System Atrophy and Perry Syndrome, the coexistence of motor symptoms and severe neuropsychiatric or autonomic challenges requires a therapeutic intervention that is both highly bioavailable and capable of providing a consistent pharmacological effect. The convergence of neurological and neuropsychiatric symptoms across both indications allows the Group to target two distinct but overlapping orphan markets within a single development framework, offering additional strategic flexibility in future partnership discussions.

As with NRNT-062501, both Multiple System Atrophy and Perry Syndrome fall within the scope of orphan diseases, and the Company intends to engage with regulatory authorities to secure the associated designations. The commercial dynamics of ultra-orphan indications are distinct from larger markets. While patient populations are small, pricing frameworks and reimbursement structures frequently reflect the severity of the disease and the absence of alternative treatments. This can allow for meaningful revenue generation even at relatively modest levels of market penetration. Moreover, the scarcity of effective therapies often leads to strong engagement from patient advocacy groups and clinical networks, which can facilitate both trial recruitment and eventual clinical adoption.

The industry landscape for ultra-orphan neurology has seen a notable increase in strategic activity, as larger pharmaceutical companies seek to acquire assets that address pioneer indications where no prior treatments exist. The ability to conduct trials in small, highly characterised patient cohorts often results in a more efficient usage of capital and a clearer interpretation of clinical data. Neurentis intends to progress NRNT-072601 through the necessary clinical and translational milestones to demonstrate proof of concept, with the ultimate objective of securing a licensing agreement or strategic partnership with a global specialty pharmaceutical provider.
 

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Neurobiomod™ (NRNT-012201): A Proprietary Formulation for Mild Depression and Anxiety

Neurobiomod™ represents a commercially distinct component of our portfolio and is designed to address the substantial unmet need that exists in the treatment of mild-to-moderate depression and anxiety. While severe depressive disorders are typically managed within specialist psychiatric settings, the vast majority of individuals suffering from chronic low mood, sub-threshold depression, or generalised anxiety are managed in primary care or seek self-directed interventions. This population is large, frequently underserved, and often reluctant to pursue conventional antidepressant pharmacotherapy due to concerns regarding tolerability, stigma, or the risk of dependence.

Neurobiomod™ is a proprietary formulation based on a defined combination of naturally derived compounds and essential nutrients, formulated to act on multiple pathways associated with mood regulation. The specific composition, including the identities, ratios, and manufacturing processes of the compounds employed, constitutes proprietary know-how of the Group and is protected through confidentiality and trade secret mechanisms. The Directors believe this is the most appropriate route given the nature of the product and the desirability of preventing rapid replication by potential competitors.

The development of Neurobiomod™ is informed by a substantial body of peer-reviewed clinical literature evaluating the antidepressant properties of the classes of compounds incorporated within the formulation. In several high-quality, randomised controlled trials, the bioactive constituents have been compared directly against fluoxetine, a reference standard selective serotonin reuptake inhibitor. In one key clinical study, a primary constituent achieved a response rate of 62.5% compared to 64.7% for fluoxetine, as measured by the Hamilton Depression Rating Scale. When used in combination, the response rate rose to 77.8%. Separate trials have demonstrated efficacy equivalent to fluoxetine in mild-to-moderate depression with a markedly superior safety profile. This combination of equivalent therapeutic effect and superior tolerability is a critical differentiator, as it directly addresses the primary reason for treatment discontinuation in the mild-to-moderate patient population.

The global market for scientifically validated, naturally derived mental health products has expanded significantly over the past decade, driven by patient preference for non-synthetic approaches and increasing concerns regarding the over-medicalisation of mild emotional disorders. However, the market remains fragmented and poorly regulated, with a proliferation of products lacking clinical validation, quality control, or robust manufacturing standards. Neurobiomod™ is designed to occupy a distinct position within this landscape by offering a formulation manufactured to pharmaceutical-grade standards while being supported by an evidence base derived from high-quality clinical literature.

From a commercial perspective, Neurobiomod™ offers the Group an opportunity to generate revenue earlier than would typically be expected in a traditional pharmaceutical development pipeline. The Directors are exploring multiple regulatory pathways, including those applicable to traditional herbal medicinal products, food supplements supported by permitted health claims, or medical foods in certain jurisdictions. The goal is to balance speed to market with regulatory compliance and product differentiation. The Directors believe this product can support the Group's broader strategic ambitions by providing a nearer-term revenue stream that will offset some of the costs associated with advancing Quivara™ and the Group's orphan drug candidates. Moreover, the development, launch, and commercial management of Neurobiomod™ can help establish the Group's market presence, operational capabilities, and relationships within the mental health sector.
 

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NRNT-042402: AI-Enabled Discovery of a Novel Antidepressant

Looking to the longer term horizon of our pipeline, we are investing in the future of antidepressant therapy through NRNT-042402, an artificial intelligence-designed drug design programme conducted in collaboration with Netellis LLC, a specialist United States company with expertise in computational drug design. This initiative is directed towards the identification and optimisation of an entirely new antidepressant, with the objective of developing a best-in-class therapy that addresses the limitations of current standard-of-care treatments.

The commercial rationale for investing in a genuinely novel antidepressant is compelling. When the first selective serotonin reuptake inhibitors were introduced in the late twentieth century, they fundamentally reshaped the treatment of depression and rapidly became some of the largest selling medicines in the world. Several individual products achieved annual global sales in the billions of dollars, reflecting both the scale of the underlying disease burden and the readiness of healthcare systems to adopt therapies that offered a perceived improvement in safety and convenience. Despite this, there is growing recognition amongst clinicians and researchers that these agents, whilst valuable, are not an ideal or definitive solution for many patients. Response rates are modest, a substantial proportion of patients fail to achieve full remission, and there can be significant tolerability issues, particularly in long-term use. The world has not seen a truly transformative, broad-spectrum antidepressant since the introduction of that class in the 1990s, and the Directors believe that the market remains open and receptive to a new generation of therapy that can deliver more rapid, more complete, and more durable responses.

Through this collaboration, Neurentis gains access to an advanced computational platform that integrates structural biology, cheminformatics, and predictive modelling. Netellis has established relationships that provide access, when required, to leading high-performance computing resources, including the ability to draw upon state-of-the-art supercomputing infrastructure. The programme is structured around a staged and iterative discovery process in which large virtual libraries of compounds are screened using artificial intelligence models to identify structural motifs and chemical scaffolds with a high probability of exhibiting the desired biological activity. These preliminary candidates are then refined through successive rounds of computational optimisation before being prioritised for synthesis and preclinical testing, reducing both time and cost relative to traditional discovery approaches.

From a strategic perspective, NRNT-042402 complements the broader portfolio. Quivara™ provides a late-stage opportunity with a de-risked regulatory path for treatment-resistant depression. Neurobiomod™ offers a near-term opportunity in the mild-to-moderate segment. NRNT-042402, by contrast, is a high-potential initiative aimed at creating a wholly novel antidepressant with the capacity to become a major asset in its own right. The programme also enhances the Group's intellectual property strategy, as the application of artificial intelligence to identify novel chemical entities aims to generate a pipeline of entirely new patentable matter, building a fresh layer of long-term composition-of-matter patent protection. Collectively, these three pillars of our depression strategy provide Neurentis with exposure across the full spectrum of development risk and time horizons, from near-term revenue generation to long-term value creation.
 

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Expanding Scientific Collaborations

In parallel with our internal pipeline progression, we have expanded our external scientific network. During the year, we progressed and deepened our relationships with two leading research institutions. These collaborations are focused on the exploration and development of entirely new drugs for severe neurological disorders. By leveraging the world-class academic and preclinical expertise resident in these institutions, we can access cutting-edge innovation in a highly capital-efficient manner, further fuelling our long-term pipeline generation engine. These initiatives are illustrative of the Group's broader buy and build strategy, whereby the objective is not to accumulate numerous speculative projects but to construct a focused portfolio of complementary assets within the neuroscience field, each capable of reaching a defined development or partnering inflection point.

Deal Environment and Industry Context

The Directors consider that Neurentis operates within one of the most active areas of pharmaceutical M&A space. Large pharmaceutical companies, faced with patent expiries and the need to sustain growth, have become increasingly reliant on external innovation. IQVIA reports that in the first half of 2024 alone, approximately 1,500 product licensing agreements were executed across the pharmaceutical industry, implying approximately 3,000 such deals on an annualised basis. The aggregate potential value of licensing transactions in that six-month period was estimated at around US $66 billion, with a mean total deal value of approximately $577 million. Within this licensing universe, neuroscience occupies a particularly prominent position.

Recent transactions underscore the scale of value that the market ascribes to differentiated central nervous system assets. AbbVie's acquisition of Cerevel Therapeutics, a specialist in psychiatric and neurological disorders, valued the company at approximately $8.7 billion. Bristol Myers Squibb's agreement to acquire Karuna Therapeutics, whose lead product had completed Phase 3 trials for schizophrenia, was announced at approximately $14 billion. Even at the pre-clinical stage, credible neuroscience platforms command deal values in the high hundreds of millions to low billions of US dollars, as illustrated by transactions such as Merck's acquisition of Caraway Therapeutics for up to approximately $610 million and Novartis's purchase of DTx Pharma for up to $1 billion.

The Directors believe that this environment is highly favourable to Neurentis, which is constructing a portfolio specifically designed to be attractive to major partners at clearly defined inflection points. The Group's focus on late-stage and clinically validated assets, combined with high-value orphan indications and longer-term innovation, aligns closely with the segments of the market for which the pharmaceutical industry is prepared to pay a premium.

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Positioning for Investment and Capital Markets

A major focus of our corporate development work in 2025 was structuring the company to be optimally attractive to both individual and institutional investors. We committed significant time and resource to working towards a future stock market listing. This involved a rigorous process of identifying, interviewing, and ultimately choosing a suite of expert financial, legal, and strategic advisors to guide us through a potential initial public offering process.

Concurrently, we engaged extensively with advisors to secure Enterprise Investment Scheme assurance from HM Revenue and Customs. The Enterprise Investment Scheme is a UK government initiative that provides highly advantageous tax reliefs to investors who purchase shares in qualifying early-stage companies. We prepared and filed our comprehensive application for this assurance in December 2025, following the year end. In February 2026, we were extremely pleased to receive formal advanced assurance. We expect this qualification to act as a significant catalyst, opening the door to many high net worth individuals and institutional funds seeking tax-advantaged opportunities in innovative healthcare.

Throughout the year, we have engaged in significant investor relations activities to attract new investment. This effort was supported by a strong presence at key industry events, ensuring our scientific progress and corporate strategy were effectively communicated to the wider life sciences and financial communities. This included presentations and networking at the Bio3 2025 forum and the prominent Bionow Neuroscience Conference, where our Executive Chairman participated in a highly engaging panel on Psychiatric Disorders chaired by Laura Ajram.
 

Board of Directors

Our Board of Directors comprises experienced professionals with diverse expertise in pharmaceuticals, biotechnology, finance, and corporate governance. The Board provides strategic direction, oversight, and guidance to ensure the company’s long-term success. Each member brings a wealth of knowledge and experience, enabling us to navigate the complex landscape of drug development and commercialisation effectively.

Our management team is composed of seasoned industry veterans who drive Neurentis' day-to-day operations and strategic initiatives. Under the leadership of Dr. Stéphane Mery, our CEO, the team works diligently to advance our pipeline, forge strategic partnerships, and ensure operational excellence. The team’s combined expertise in R&D, clinical development, regulatory affairs, and business development is critical to our mission of bringing innovative therapies to market.

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Management Team

Dimitri F. Dimitriou, FRSM, FRSC, FRSB

Executive Chairman (Board Member)

Dimitri has over 35 years in the pharmaceuticals industry. His experience includes founder & CEO of ImmuPharma plc, a drug discovery and development company listed on AiM and Euronext Growth previously, Senior Director of Worldwide Business Development at GlaxoSmithKline’s headquarters, Senior Director of Business Development for Europe at Bristol-Myers Squibb, Sales & Marketing Manager for Middle East & Asia, at Procter&Gamble and Product Manager at Novartis. He holds a Master's in Pathology (Faculty of Medicine) from Imperial College Medical School in London and a BSc in Biochemistry from King’s College of the University of London and training in Internal Medicine and Neurology from Harvard Medical School. He is a Fellow of the Royal Society of Medicine, the Royal Society of Chemistry, the Royal Society of Biology, and a member of the British Neuroscience Association.

Dr Stéphane Méry

Chief Executive Officer (Board Member)

Stéphane has extensive experience in the Healthcare industry. He was Partner at Beringea LLP, a $500m US/UK venture capital fund, where he was responsible for healthcare investments in Europe. Previously, he was the Fund Manager/CEO of the Bloomsbury Bioseed Fund, a Biotech and Medtech investment fund, working with the University of London to create start-ups. Before that, Stéphane was Associate Director, Worldwide Business Development, for SmithKline Beecham (GSK) where he was responsible for the negotiation of several major in-license deals and acquisitions. Before GSK, he was involved in the start-up of Double Helix Development, a successful strategic consultancy company specialising in R&D for the biotech and healthcare industry and sold to McCann. Just before, he worked as a management consultant at the American consultancy firm, ZS Associates, specialising within the pharmaceutical industry. Stéphane is a Doctor in Veterinary Medicine, a trained Veterinary Pathologist, specialising in Nasal Toxicology at the Chemical Industry Institute of Toxicology (CIIT) in North Carolina, and holds an MBA from INSEAD (Fontainebleau).

Tony Premi, MSc

Non Executive Director (Independent Board Member)

Tony has over 30 years experience in the Technology, Finance and Life Sciences, He has held senior executive positions with technology giants such as Hewlett Packard, IBM, CISCO and Compaq. Tony has also worked with SMEs, and within his own technology company. which he sold. He has also been Chairman and CEO in companies in Medical Technology and CleanTech. Tony's strengths and capabilities focus around the growth of sales revenue (mainly in difficult economic climates), brand promotion through traditional and new digital marketing automation techniques and business management. Tony has sold value proposition related to risk and data management, operational efficiency, change management and modern workforce mobilisation. Currently Tony is involved in many innovation forums and summits, in particular ESG & Sustainability, Impact Investing, Regulatory reporting and the 'Net Zero', which are all highly topical and on all corporate agendas. He holds a Master's in Pathology (Faculty of Medicine) from Imperial College Medical School in London and a BSc in Biochemistry from King’s College of the University of London.

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Thanos (Athan) Morthanasis, MSc

Board Advisor, Senior Vice President, Commercial Operations

Thanos has over 30 years’ experience in the pharma industry in the following areas: Organisational Development - Strategic Planning - Hands-on Leadership - Field Force Effectiveness.

Thanos has held senior leadership positions in managing business functions, leading and managing change at an international & multicultural level and managing external partnerships and outsourcing. Thanos has successfully launched new products and new therapeutic categories. He has been responsible for leading innovation, establishing, and developing multi-channel capabilities in Eastern European countries. Thanos has worked at Glaxo-SmithKline, Boehringer Ingelheim, BMS, both at HQ and country level, leading affiliate operations.

Thanos holds an MSc in Biochemistry from King's College and has published on congenital diseases and has a BSc from Newcastle University, specialising in cell membrane structure and function. In addition, Thanos has developed his business acumen with diplomas from Columbia College New York in Marketing and Segmentation Strategies and IMD International - Lausanne, in Leadership and Change Management.
 

Dr Christos Dakas

Board Advisor, Senior Vice President, Corporate Development

Dr. Dakas has over 30 years in leading positions in the areas of biotechnology, rare diseases, gene therapies, neurology, immunology, oncology and haematology. Prior to joining Neurentis, for the last 5 years, served as Cluster Head and General Manager for Italy (on ad interim basis), Greece, Cyprus and Malta for Avexis/Novartis Gene Therapies.

Previously, he served as Managing Director of Greece, Cyprus and Malta for Shire Pharmaceuticals for 11 years. Prior to this, he was Managing Director for Samaritan Pharmaceuticals Europe. Dr. Dakas was Vice President of the Hellenic Association of Pharmaceutical Companies, and a member of its Board. Christos was also a Board Member and Vice President of the PhRMA Innovation Forum and a member of the Central Governing Council of the Hellenic Red Cross. He earned a Ph.D. in Pharmaceutical Chemistry from Cardiff University, is graduate of the University of Toronto, and also holds a Post Graduate Certificate in Biochemistry from King’s College London.
 

Evie Mengou, MSc, FTOPRA

Board Advisor, Corporate Advisor, Regulatory Affairs

Evie is a seasoned regulatory professional with over 25 years of experience in diverse therapeutic areas and businesses, including biotech startups, big pharma, generics, and CROs. She has a proven track record in global product development and regulatory strategy, from clinical research through product approval and lifecycle management. Currently the Director at her company, EV Pharma Solutions Ltd, Evie provides regulatory consultancy, leading projects in regulatory strategy, submissions, and training. Her extensive career includes roles such as Director of EU Regulatory Affairs & Pharmacovigilance at CTI Life Sciences and Associate Director of Regulatory Affairs at PPD. She has also led regulatory teams at Allergy Therapeutics and Chiron S.r.l. Evie holds an MSc in Biochemical Pharmacology from the University of Southampton and a BSc in Cell and Molecular Biology from San Francisco State University and is a Fellow of the Organisation for Professionals in Regulatory Affairs.

Neurentis Plc

Strategic Report for the Year Ended 30 November 2025 (continued)

Dr Anna Bourouliti, PhD

Board Advisor, Manager, New Product Development

Anna Bourouliti holds a PhD in Neuroscience, obtained in 2023. Adding to her list of academic studies, she holds an MSc in Molecular Medicine from the National and Kapodistrian University of Athens with an outstanding grade of 9.21/10, and a BSc in Molecular Biology and Genetics from Democritus University of Thrace, with a grade of 7.01/10. Anna's diverse professional journey includes roles in medical and healthcare writing at RAT Advertising and Klarity, respectively. She has conducted extensive research, notably on Alzheimer's Disease at B.S.R.C. "Alexander Fleming," supported by a scholarship under the ESPA 2014-2020 program. Anna has also contributed significantly to scientific literature with her theses, abstracts, research articles, and proposals. In addition, she has gained significant experience in science communication, through her participation in numerous conferences with both poster and oral presentations.

Neurentis Plc

Strategic Report for the Year Ended 30 November 2025 (continued)

Key Performance Indicators
 

The company is at an early stage of development and currently has no financial KPIs; these will be developed as the company fully commences its activities. Non financial KPIs are shown below:

Page 17

 

Neurentis Plc

Strategic Report for the Year Ended 30 November 2025 (continued)

Future developments

Management expects the company to incur operating losses in the current and future financial years as its research and development activities continue and it seeks to commercialise its IP.

Page 18

 

Neurentis Plc

Strategic Report for the Year Ended 30 November 2025 (continued)

Risk Factors, Disclaimer & Forward-Looking Statements

Any investment in the Company involves substantial risks. Before deciding to purchase shares, potential investors should carefully review and consider the following risk factors and the other information contained in this document. The occurrence of one or more of the risks described below may have a material adverse effect on the Company’s cash flows, result of operations and financial condition and endanger the Company’s ability to continue as a going concern. Moreover, the Company’s value could fall significantly if any of these risks were to materialise, in which case investors could lose all or part of their investment. Any prospective investor should note that the risks discussed below are not the only risks to which the Company is exposed. Additional risks and uncertainties, which are not currently known to the Company or which the Company currently believes to be immaterial, could likewise impair its business operations or have an adverse effect on the Company’s cash flows, results of operations, financial condition, the Company’s ability to continue as a going concern or the price of its shares. The order in which the risks are presented does not necessarily reflect the likelihood of their occurrence or the magnitude of their potential impact on the Company’s cash flows, results of operations and financial condition, the Company’s ability to continue as a going concern or the price of its shares. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this document. Investors should consider carefully whether an investment in the Company is suitable for them in light of the information contained in this document and their personal circumstances.

Neurentis expects to incur operating losses in the current and future financial years as its research and development activities continue.

There can be no assurance that Neurentis will ever earn significant revenues or achieve profitability, which could impair the Company's ability to sustain operations or obtain any required additional funds and could result in investors' losing all or a part of their investment.

Neurentis has to date no approved product yet. Its products will require development and significant marketing efforts and substantial investment before it can provide the Company with any significant revenues. It cannot be excluded that additional clinical investigation may be required. Due to the inherent risk in the development of medicinal products, it is probable that not all of the product candidates in Neurentis’ portfolio will successfully complete development and be launched or licensed to a pharmaceutical company.

The Company does not expect to be able to market any of the Company's products for a number of years. If the Company is unable to develop, receive approval for, or successfully commercialise one or more of its products, it may be unable to generate significant revenues.

Neurentis will require access to additional funding in the future, and if the Company fails to obtain such funding, the Company may need to delay, scale back or eliminate the development of some of its research and development programmes.

Page 19

 

Neurentis Plc

Strategic Report for the Year Ended 30 November 2025 (continued)

The amount and timing of any expenditures needed to implement the Company's development and commercialisation programmes will depend on numerous factors, some of which are outside Neurentis’ control.

The Company is currently not generating its own revenues to finance its research, development and commercialisation programmes and other operations, and there can be no assurance that it will do so in the future. It is likely that additional funds would be required. There can be no assurance that additional funds will be available on a timely basis, on favourable terms, or at all, or that such funds, if raised, would be sufficient to enable the Company to continue to implement its business strategy. If Neurentis is unable to raise additional funds through equity, corporate deals or other financing, it may need to delay, scale back or eliminate expenditures for some of its research, development and commercialisation programmes, or grant rights to develop and market products that it would otherwise prefer to develop and market itself, thereby reducing their ultimate value to the Company.

Regulatory approval of Neurentis’ unapproved products as medicinal products may be delayed or not obtained.

Neurentis may experience delays in or fail to complete its clinical trials, both of which could affect its financial position and commercial prospects.

The Company relies or may rely on third parties for certain of its research, clinical trials, technology, manufacturing and sales and marketing.

The Company may not be able to adequately protect its proprietary technology or enforce any related rights thereto, nor can it be certain to be free to operate the same.

Neurentis’ success depends on its key people, and it must continue to attract and retain key employees and consultants.

Neurentis may be unable to compete effectively against new technologies or competitors that could develop products that may be cheaper, more effective or safer than Neurentis’ products.

There may be uncertainty over reimbursement from third parties for newly approved healthcare products.
 

Page 20

 

Neurentis Plc

Strategic Report for the Year Ended 30 November 2025 (continued)

Disclaimer and Forward-Looking Statements

This annual report contains information and statements that are intended for general informational purposes only. Neurentis plc ("the Company") has made every effort to ensure the accuracy of the information provided herein; however, the Company does not guarantee, and accepts no legal liability or responsibility for, the completeness, reliability, or accuracy of the information contained in this document. Readers are advised to consult relevant professional advisers before making any investment decisions based on the information provided in this report.

This annual report contains forward-looking statements that relate to the Company's current expectations and projections about future events. These statements may include, but are not limited to, statements regarding the Company's business strategy, plans for clinical trials, regulatory submissions, potential market opportunities, anticipated financial performance, and other future events or conditions.

Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "could," "should," "potential," "continue," or similar expressions. These statements are based on the Company’s current beliefs, expectations, and assumptions, which are subject to significant risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those expressed or implied in the forward-looking statements.

Factors that could cause actual results to differ materially include, but are not limited to:

The outcome and timing of regulatory approvals and clinical trials.

Changes in the competitive landscape within the biotechnology and pharmaceutical industries.

The ability to secure and maintain partnerships with research institutions and other collaborators.

Market acceptance and commercial success of the Company's product candidates.

Changes in laws, regulations, and policies that impact the Company’s operations.

The Company's ability to attract and retain key personnel.

Economic, political, and social conditions in the markets where the Company may operate.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements to reflect new information, future events, or circumstances, except as required by applicable law.

 

Page 21

 

Neurentis Plc

Strategic Report for the Year Ended 30 November 2025 (continued)

Cautionary Note Regarding Forward-Looking Statements

Investing in the Company’s securities involves a high degree of risk. Potential investors are urged to review the risk factors described in the Company’s filings with the appropriate regulatory authorities, which are available on the Company's website and upon request from the Company’s investor relations department. These risks, together with other information included in this annual report, should be carefully considered before making any investment decisions.

By reading this annual report, you acknowledge that you understand and agree to be bound by the terms of this disclaimer and cautionary note regarding forward-looking statements.

 

Approved and authorised by the Board on 29 May 2026 and signed on its behalf by:
 

D Dimitriou Director

Page 22

 

Neurentis Plc

Directors' Report for the Year Ended 30 November 2025

The directors present their report and the financial statements for the year ended 30 November 2025.

The company has chosen in accordance with section 414C(11) of the Companies Act 2006 to set out in the company’s strategic report information required by Schedule 7 of The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors’ report. It has done so in respect of financial risk management objectives and policies, events occurring after the reporting date, future developments, research and development, and a fair review of the business.

Directors of the company

The directors who held office during the year were as follows:

S R G Mery

D Dimitriou

B K Premi

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

During the year, the company did not issue any directors indemnity insurance nor give any political donations.

Approved and authorised by the Board on 29 May 2026 and signed on its behalf by:
 

D Dimitriou Director

Page 23

 

Neurentis Plc

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 apply them consistently;

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

•	state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.

Page 24

 

Neurentis Plc

Independent Auditor's Report to the Members of Neurentis Plc

Opinion

We have audited the financial statements of Neurentis Plc (the 'company') for the year ended 30 November 2025, which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, 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 company's affairs as at 30 November 2025 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 director's 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 25

 

Neurentis Plc

Independent Auditor's Report to the Members of Neurentis Plc (continued)

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

•	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
•	the 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 Statement of Directors' Responsibilities [set out on page 24], 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 financial statements.

Page 26

 

Neurentis Plc

Independent Auditor's Report to the Members of Neurentis Plc (continued)

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below:

•Enquiry of management around actual and potential litigation and claims;
•Enquiry of management to identify any instances of non-compliance with laws and regulations;
•Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
•Reviewing minutes of meetings of those charged with governance; and
•Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

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 financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.

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.

......................................
Geoff Wightwick BA FCA (Senior Statutory Auditor)
For and on behalf of MHA, Statutory Auditor

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
 Gatwick
England

29 May 2026

Page 27

 

Neurentis Plc

Statement of Comprehensive Income for the Year Ended 30 November 2025

	Note	2025 £	2024 £
Turnover		-	-
Gross profit/(loss)		-	-
Administrative expenses		(43,267)	(37,469)
Operating loss		(43,267)	(37,469)
Loss before tax		(43,267)	(37,469)
Tax on loss	6	-	-
Loss for the financial year		(43,267)	(37,469)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

The notes on pages 32 to 38 form an integral part of these financial statements.

Page 28

 

Neurentis Plc

(Registration number: 14461527)
Statement of Financial Position as at 30 November 2025

	Note	2025 £	2024 £
Fixed assets
Investments	7	2,005,342	2,013,896
Current assets
Debtors	8	21,362	50,762
Cash at bank and in hand		49,539	37,211
		70,901	87,973
Creditors: Amounts falling due within one year	10	(24,021)	(16,380)
Net current assets		46,880	71,593
Net assets		2,052,222	2,085,489
Capital and reserves
Called up share capital		2,056,091	2,055,656
Share premium reserve	12	104,009	94,444
Profit and loss account	12	(107,878)	(64,611)
Shareholders' funds		2,052,222	2,085,489

Approved and authorised by the Board on 29 May 2026 and signed on its behalf by:
 

D Dimitriou Director

The notes on pages 32 to 38 form an integral part of these financial statements.

Page 29

 

Neurentis Plc

Statement of Changes in Equity for the Year Ended 30 November 2025

	Share capital £	Share premium £	Profit and loss account £	Total £
At 1 December 2024	2,055,656	94,444	(64,611)	2,085,489
Loss for the year	-	-	(43,267)	(43,267)
New share capital subscribed	435	9,565	-	10,000
At 30 November 2025	2,056,091	104,009	(107,878)	2,052,222

	Share capital £	Share premium £	Profit and loss account £	Total £
At 1 December 2023	2,055,656	94,444	(27,142)	2,122,958
Loss for the year	-	-	(37,469)	(37,469)
At 30 November 2024	2,055,656	94,444	(64,611)	2,085,489

The notes on pages 32 to 38 form an integral part of these financial statements.

Page 30

 

Neurentis Plc

Statement of Cash Flows for the Year Ended 30 November 2025

	Note	2025 £	2024 £
Cash flows from operating activities
Loss for the year		(43,267)	(37,469)
Adjustments to cash flows from non-cash items
Loss from disposals of investments	3	8,554	-
		(34,713)	(37,469)
Working capital adjustments
Decrease in debtors	8	9,400	7,982
Increase in creditors	10	7,641	780
Net cash flow from operating activities		(17,672)	(28,707)
Cash flows from investing activities
Acquisition of subsidiaries	7	-	(8,554)
Acquisition of investments in joint ventures and associates	7	-	(6,006)
Net cash flows from investing activities		-	(14,560)
Cash flows from financing activities
Proceeds from issue of ordinary shares, net of issue costs		10,000	-
Proceeds from unpaid share capital		20,000	80,050
Net cash flows from financing activities		30,000	80,050
Net increase in cash and cash equivalents		12,328	36,783
Cash and cash equivalents at 1 December		37,211	428
Cash and cash equivalents at 30 November		49,539	37,211

The notes on pages 32 to 38 form an integral part of these financial statements.

Page 31

 

Neurentis Plc

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

1	General information

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

The address of its registered office is:
47 Ashworth Mansions,
Grantully Road,
London
W9 1LW

Principal activity

The principal activity of the company is a holding company.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

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

The financial statements are prepared in sterling which is the functional currency of the entity.

Summary of disclosure exemptions

In the opinion of the directors, the company and its subsidiary undertakings comprise a small group. The company has therefore taken advantage of the exemption provided by Section 398 of the Companies Act 2006 not to prepare group accounts..

Going concern

The financial statements have been prepared on a going concern basis. The company currently has no ongoing trading commitments and meets its liabilities as they fall due from shareholder funding which the shareholders have confirmed they will continue to provide. The directors expect to raise substantial funds in due course to finance the growth and development of the company in line with their business plans, and will ensure that this will be sufficient to meet its commitments. In the meantime, they are satisfied that the company will continue to trade and meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.

Page 32

 

Neurentis Plc

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

2	Accounting policies (continued)

Judgements

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The most significant use of judgement in preparing the financial statements relates to the carrying value of the company's investment in its subsidiary. The subsidiary is not publicly traded, and, as such, reliable evidence relating to its fair value is limited. This requires the directors to make judgements as to whether there are any indications of impairment and, if so, conduct an impairment review. The directors are not aware of any impairment indicators.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Investments in subsidiaries are also held at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. In the statement of financial position, bank overdrafts are shown within borrowing or current liabilities

Financial instruments

Recognition and measurement
A financial asset or a financial liability is recognised only when the company becomes party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Page 33

 

Neurentis Plc

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

3	Other gains and losses

The analysis of the company's other gains and losses for the year is as follows:

	2025 £	2024 £
Loss from disposals of investments	(8,554)	-

4	Auditor's remuneration

	2025 £	2024 £
Audit of the financial statements	13,545	10,450

 

5	Staff costs

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

	2025 No.	2024 No.
Administration and support	3	3
	3	3

No remuneration was paid to any director or employee during the period.

Page 34

 

Neurentis Plc

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

6

Taxation

Tax charged/(credited) in the statement of comprehensive income

	2025 £	2024 £
Current taxation
UK corporation tax	-	-
Total current income tax	-	-
Deferred taxation
Total deferred taxation	-	-
Tax expense/(receipt) in the income statement	-	-

The tax on the result before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

	2025 £	2024 £
Loss before tax	(43,267)	(37,469)
Corporation tax at standard rate	(10,817)	(9,367)
Effect of expense not deductible in determining taxable profit (tax loss)	3,618	1,249
Tax increase from effect of unrelieved tax losses carried forward	7,199	8,118
Total tax charge/(credit)	-	-

The group has unrelieved losses with a tax value of £20,635 (2024 £12,971), which can be relieved against future taxable profits. No deferred tax asset has been recognised in view of insufficient certainty of future profits to offset losses.

Page 35

 

Neurentis Plc

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

7	Investments

Subsidiaries	£
Cost or valuation
At 1 December 2024	2,008,554
Disposals	(8,554)
At 30 November 2025	2,000,000
Carrying amount
At 30 November 2025	2,000,000
At 30 November 2024	2,008,554

On 24 May 2023, the company acquired the entire share capital of Neurentis (UK) Limited (Formerly Akesi Health Limited) for the consideration of £2,000,000 in a share for share exchange. The cost of the investment was recorded as the nominal value of the shares issued, in accordance with Section 612 of the Companies Act 2006.

On 13 March 2024, the company acquired a 100% holding in Neurentis BV, a company registered in Belgium. The company was placed into liquidation on 27 June 2025.

The registered office of Neurentis (UK) Limited is Flat 47 Ashworth Mansions, Grantully Road, London, W9 1LW. It's principal activity is pharmaceutical.

Fixed asset investment	£
Cost
At 1 December 2024 and 30 November 2025	5,342
Provision
At 1 December 2024 and 30 November 2025	-
Carrying amount
At 30 November 2025	5,342
At 30 November 2024	5,342

On 19 January 2024, the company acquired a 30% holding in Occentis SAS, a company registered in France.

Page 36

 

Neurentis Plc

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

8

Debtors

Current	2025 £	2024 £
Other debtors	-	1,665
Called up share capital not paid	21,362	49,097
	21,362	50,762

9	Cash and cash equivalents

	2025 £	2024 £
Cash at bank	49,539	37,211

10

Creditors

	Note	2025 £	2024 £
Due within one year
Amounts due to related parties	13	5,961	-
Accruals		18,060	16,380
		24,021	16,380

11	Share capital

Allotted, called up and fully paid shares

	2025		2024
	No.	£	No.	£
Ordinary shares of £0.10 each	20,347,280	2,034,728	20,119,695	2,011,970

Allotted, called up and not fully paid shares

	2025		2024
	No.	£	No.	£
Ordinary shares of £0.10 each	213,623	21,362	436,860	43,686.00

Total share capital	2025
	No.	£
Ordinary shares of £0.10 each	20,560,903	2,056,090

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Neurentis Plc

Notes to the Financial Statements for the Year Ended 30 November 2025 (continued)

11	Share capital (continued)

New shares allotted

During the year 4,348 Ordinary shares of £0.10, having an aggregate nominal value of £435, were allotted for an aggregate consideration of £10,000.

12

Reserves

The profit and loss account represents the retained earnings and accumulated losses.

The share premium account represents the cumulative amounts paid in excess of par value for the issued share capital of the company.

13	Related party transactions

Other transactions with directors

During the year, the Company entered into the following transactions with related parties:-

•

During the year, one of the Directors paid Company expenses on its behalf of £8,350 (2024 £8,983) and of £6,002 in respect of its subsidiary, Neurentis B.V. These amounts, following deduction for monies owed to the company, have in part been used to offset unpaid subscribed share capital due from that Director. At the year end, the company owed a Director £5,961.

•	Total proceeds from unpaid subscribed share capital received during the year amounted to £20,000 (2024 £80,050), which is presented in the statement of cashflows.

•	At the year end, the amount receivable from the Directors in respect of the sale of Occentis SAS shares to them was nil (2024 £664).

All related party transactions were conducted on terms approved by the Board and are considered to be at arm's length.

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