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Aurobac Therapeutics UK Limited Registered number: 14939347 Annual report For the year ended 31 December 2025
|  | 14939347 31 December 2025
AUROBAC THERAPEUTICS UK LIMITED REGISTERED NUMBER: 14939347 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 66,552 |  | 95,811 |
Cash at bank and in hand |  | 32,562 |  | 69,078 |
|  | 99,114 |  | 164,889 |
Creditors: amounts falling due within one year | 6 | (88,678) |  | (134,152) |
Net current assets |  |  | 10,436 |  | 30,737
Total assets less current liabilities |  |  | 10,436 |  | 30,737
Net assets |  |  | 10,436 |  | 30,737
Capital and reserves |  |  |  |  |
Called up share capital | 8 |  | 1,000 |  | 1,000
Profit and loss account | 9 |  | 9,436 |  | 29,737
Total equity |  |  | 10,436 |  | 30,737
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
F M-C S Sejourne
Director
Date: 26 March 2026
The notes on pages 2 to 9 form part of these financial statements. - 1 -
|  | 14939347 31 December 2025
AUROBAC THERAPEUTICS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Aurobac Therapeutics UK Limited is a private Company limited by shares and incorporated in England and Wales. Its registered number is 14939347. The address of its registered office is 30 Old Bailey, London, EC4M 7AU. The principal place of business is Flat 1, Ingleside, 39 Valley Drive, Harrogate, HG2 0JH. The principal activity of the Company is research and development in biotechnology. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on a Going concern basis. The Company’s ability to continue as a Going concern is dependent on the continued financial support from its parent company, which has confirmed its intention to provide adequate funding when necessary to meet the Company's obligations as they fall due. The parent company has received €20 million additional equity from its shareholders in October 2025, allowing the continuation of business for the parent company and also for the subsidiary Aurobac UK. Thus, the Director confirms that the Company remains financially viable in the foreseeable future. Based on this support, the Director considers it appropriate to prepare the financial statements on a Going concern basis. - 2 -
|  | 14939347 31 December 2025
AUROBAC THERAPEUTICS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentation currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'administrative expenses'.
| 2.4 | Turnover
Turnover arises from cost recharges made to the parent company with a mark up. Only costs directly attributable to R&D activities are recharged to the parent Company, whereas administrative or other non-R&D related costs are not recharged. Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
| 2.5 | Interest payable and similar expenses
Interest payable and similar expenses are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. - 3 -
|  | 14939347 31 December 2025
AUROBAC THERAPEUTICS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.7 | Share-based payments
Equity-Settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period. The fair value is measured by the use of the Black-Scholes model.
| 2.8 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.9 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. - 4 -
|  | 14939347 31 December 2025
AUROBAC THERAPEUTICS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.12 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.13 | Financial instruments
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable. - 5 -
|  | 14939347 31 December 2025
AUROBAC THERAPEUTICS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In applying the Company’s accounting policies, the Director is required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The Director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. 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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. Bonus accrual The Company operates an annual bonus plan for its employees. An expense is recognised in the profit and loss account when the Company has a legal or constructive obligation to make payments under the plans as a result of past events and a reliable estimate of the obligation can be made. Share-based payments On 13 February 2023 the parent Company, Aurobac SAS issued 300,000 phantom share options to the Company's sole employee. No charge has been recorded in these financial statements as it is not considered to be material. See note 11 for further details. Intercompany cost recharge between Aurobac Tx UK and Aurobac Tx SAS In determining the amounts recharged to a related party under the intercompany services arrangement between Aurobac Tx UK and Aurobac Tx SAS, management are required to apply judgement in assessing whether the proportion of employee costs recharged, derived from timesheet data, appropriately reflects the activities undertaken in providing those services. This judgement involves assessing whether the categorisation of time recorded in the timesheets appropriately distinguishes between activities that relate to the provision of services (science activities) and those that do not (G&A activities). On this basis, employee costs are recharged using a percentage allocation derived from timesheet data, which management considers to provide the most appropriate reflection of the services provided and the related costs incurred.
4. | Employees
| The average monthly number of employees, excluding the director, during the year was 1 (2024: 1). The director was not remunerated by the Company.
- 6 -
|  | 14939347 31 December 2025
AUROBAC THERAPEUTICS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 52,973 | 94,657
| Prepayments and accrued income | 681 | 749
| Tax recoverable | 12,497 | -
| Deferred taxation | 401 | 405
|  | 66,552 | 95,811
| Amounts owed by group undertakings which relate to trading transactions are unsecured, interest free and repayable on demand.
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax | - | 6,531
| Other taxation and social security | 12,566 | 11,304
| Accruals and deferred income | 76,112 | 116,317
|  | 88,678 | 134,152
7. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | 405
| Charged to profit or loss | (4)
| At end of year | 401
- 7 -
|  | 14939347 31 December 2025
AUROBAC THERAPEUTICS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 7.Deferred taxation (continued)
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Short term timing differences | 186 | 405
| Losses and other deductions | 215 | -
|  | 401 | 405
8. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2024:1,000) ordinary shares of £1 each | 1,000 | 1,000
| The Company has one class of ordinary shares; the share has attached to it full voting, dividend and capital distribution rights.
9. | Reserves
Profit and loss account This reserve includes the profits and losses from both current and previous periods.
10. | Share-based payments
On 13 February 2023 the parent Company, Aurobac SAS, issued 300,000 phantom share options to the Company's sole employee. The phantom share options are based on the appreciation of the value of shares in Aurobac SAS. The vesting period is 4 years from the grant date and they are accounted for as an equity-settled share based payment in the Company since the obligation to settle lies with Aurobac SAS. As the Company is in receipt of the services of employment, any charge in respect of the phantom share options will be recognised in Aurobac Therapeutics UK Limited's financial statements. There were 300,000 (2024: 300,000) phantom share options outstanding at the year end and these will trigger on sale of the parent Company, Aurobac SAS. The Company has fair valued the phantom share options using a Black-Scholes model. No charge has been recorded in these financial statements as it is not considered to be material. - 8 -
|  | 14939347 31 December 2025
AUROBAC THERAPEUTICS UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £8,825 (2024: £8,579). Contributions totalling £1,671 (2024: £1,622) were payable to the fund at the reporting date and are included in creditors.
12. | Related party transactions
| The Company has taken advantage of the exemptions provided by Section 33 of the FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is party to the transactions is wholly owned by a member of that group
13. | Post balance sheet events
There have been no significant events affecting the Company since the year end.
14. | Controlling party
The immediate parent company is Aurobac Therapeutics SAS, a Company incorporated in France. Its registered office address is 29 Avenue, Tony Garnier, 69000, Lyon, France. The ultimate parent Company is C.H. Boehringer Sohn AG & Co. KG, a Company incorporated in Germany. Its registered office address is Binger Street, 173-55218, Ingelheim am, Rhein, Rheinland-Pfalz, Germany. Aurobac Therapeutics SAS, prepares group financial statements where this entity is included which are not publicly available.
15. | Auditor's information
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 26 March 2026 by Michael Storey (Senior statutory auditor) on behalf of Ecovis Wingrave Yeats LLP.
- 9 -