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Registered number: 13517470
EXPRESSIONEDITS LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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EXPRESSIONEDITS LIMITED
REGISTERED NUMBER: 13517470
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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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:
The notes on pages 4 to 15 form part of these financial statements.
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
ExpressionEdits Ltd (the "Company") is a private company limited by shares and incorporated in England and Wales. Its registered office is 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom WA14 2DT.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The directors have prepared forecasts for 2026 and 2027 which cover a period of at least 12 months from the date of approval of the financial statements. The Company is in the early stages of development and, as is typical for biotechnology companies at this stage, those forecasts indicate that it is unlikely to generate sufficient revenue to cover its operating expenses. The forecasts therefore include the need to secure additional funding through equity financing, grants, or partnerships.
Sensitivity analysis has been performed to assess the impact on the Company of changes in the timing and amount of the additional funding, and the directors consider that the Company has the ability and time to act should the need arise to extend the cash runway.
While steps can be taken to extend the cash runway, the need to secure additional funding to continue the planned growth creates a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern, and therefore its ability to settle its obligations as they fall due in the normal course of business. As the directors have a reasonable expectation that additional funding will be available, they have concluded that the going concern basis of accounting in the preparation of the financial statements remains appropriate.
The financial statements do not include any adjustments, such as writing down the carrying value of assets or recognition of liabilities, that would result if the Company were unable to continue as a going concern.
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
The Company recognises revenue from collaboration and research service agreements with pharmaceutical and biotechnology partners.
Revenue is recognised when the significant risks and rewards of the promised goods and services is transferred to the customer, and when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company, and the stage of completion can be measured reliably.
The Company separately identifies the components of each collaboration agreement and applies the revenue recognition criteria to each component unless the components are not separately identifiable or the substance of the arrangement requires them to be treated as a single service.
Revenue from the rendering of research services for each component is recognised with reference to the stage of completion of the transaction. A cost to date method is used to determine the stage of completion.
Upfront payments under the collaboration agreements are included in the measurement of revenue that is considered for recognition by reference to the revenue transaction’s stage of completion. Other, contingent elements of consideration include clinical and commercial milestones, which are only included in revenue measurement when the event occurs, because achievement of those milestones is not wholy within the Company’s control.
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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OPERATING LEASES: THE COMPANY AS LESSEE
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
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 other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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 balance sheet 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 balance sheet 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 balance sheet date.
Intangible assets acquired separately from a business are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
The purchase price of licenses includes cash and non-monetary assets, which are recognised at fair value using an appropriate valuation technique.
Where the license includes net royalty amounts which are dependent on future activity, these amounts are excluded and will only be recognised as a liability when the conditions that trigger the obligation occurs. If the variable payments relate to the cost of the asset (such as completion of certain milestones) the amount is recognised as an adjustment to the cost of the intangible asset. If the variable payments relate to sales or output amounts then the payment will be recognised in profit or loss in the period in which they arise.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment.
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CASH AND CASH EQUIVALENTS
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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.
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experiences and other factors that are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Revenue
Revenue under collaboration and research service agreements are recognised by reference to the stage of completion, using a cost to date method. Under this method, the directors estimate the percentage completeness of each programme at the period end and recognise accrued and/or deferred income where these estimates differ from the payment terms.
Share based payments
Where employees are granted share options in return for services provided, the fair value of the services is determined by reference to the fair value of the equity instruments granted. An option pricing model is used to calculate the fair value and the key assumption included in the model is the directors' estimate of the grant date fair value of a B Ordinary share (weighted average share price).
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The average monthly number of employees, including directors, during the year was 19 (2024 - 14).
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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DUE AFTER MORE THAN ONE YEAR
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Prepayments and accrued income
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Other taxation and social security
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Accruals and deferred income
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Other creditors include contributions of £14,050 (2024 - £1,768) payable to the Company's defined contribution pension scheme at the balance sheet date.
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ALLOTTED, CALLED UP AND FULLY PAID
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11,272,258 (2024 - 11,272,258) Ordinary shares of £0.000001 each
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16,750 (2024 - 16,750) B Ordinary shares of £0.000001 each
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4,696,726 (2024 - 4,696,726) Seed Preferred shares of £0.000001 each
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12,499,998 (2024 - 12,499,998) Seed 2 Preferred shares of £0.000001 each
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Share rights
The Ordinary Shares, Seed Preferred Shares and Seed 2 Preferred Shares carry full voting rights and participate in dividends and capital distributions.
The Seed Preferred Shares and Seed 2 Preferred Shares rank ahead of the Ordinary Shares on a liquidation or return of capital, with Seed 2 Preferred Shares having first priority, followed by Seed Preferred Shares, before the remaining proceeds are shared among Ordinary and B Ordinary Shares pro rata on an as-converted basis.
The B Ordinary Shares carry no voting rights and only limited dividend participation, and primarily participate in capital returns alongside the Ordinary Shares once the preference amounts have been satisfied.
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The company operates two equity settled share-based payment schemes, an Enterprise Management Incentives (EMI) scheme and an unapproved share option scheme. Share options are granted to employees and advisors of the business.
Under the terms of the schemes, the rights to the B Ordinary shares transfer to the holder over a vesting period. The options typically vest in monthly tranches over the vesting period of four years subject to an initial cliff. Options expire 10 years after grant and are exerciseable at an exit event unless the Board determines otherwise.
All goods and services received in exchange for the grant of any share based payments are measured at their fair value. Where employees are rewarded using share-based payments, the fair value of the employees' services is determined indirectly by reference to the fair value of the instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions.
All share based remuneration is ultimately recognised as an expense in the income statement with a corresponding credit to retained earnings. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period based on the best available estimate of the number of shares expected to vest. Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital up to the nominal (or par) value of the shares issued with any excess being recorded as share premium.
The fair value of the share options granted in the year was determined using a Black Scholes option pricing model which is considered the most appropriate model due to the relatively short contractual lives of the options.
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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OUTSTANDING AT THE END OF THE YEAR
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As at 31 December 2025, none of the share options in issue are exercisable under the scheme rules (2024 - None).
During the year ended 31 December 2025 the expense recognised in the year relating to equity settled share based payment transactions is £125,441 (2024: £165,897).
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.SHARE-BASED PAYMENTS (CONTINUED)
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Option pricing model used
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Weighted average share price
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Weighted average exercise period (years)
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Expected dividend growth rate
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During the year ended 31 December 2025, the directors reviewed the accounting treatment of certain legal fees incurred in connection with the issue of shares. These costs were previously expensed within administrative expenses. On review, the directors have determined that these fees were directly attributable to the issue of shares and should have been recognised as a deduction from the share premium account.
The impact of this error is material and therefore, in accordance with FRS 102 Section 10, the comparatives in the Statement of Comprehensive Income, Balance Sheet and Statement of Changes in Equity have been restated as follows:
∙Opening reserves as at 1 January 2024 have been restated to increase retained earnings and reduce share premium by £24,500;
∙Administrative expenses in the Statement of Comprehensive Income for the year ended 31 December 2024 have decreased by £140,000;
∙Retained earnings as at 31 December 2024 have increased by £164,500; and
∙Share premium included within equity has decreased by £164,500.
The comparative figures for the year ended 31 December 2024 have been restated to reflect this adjustment.
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EXPRESSIONEDITS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMMITMENTS UNDER OPERATING LEASES
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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At the balance sheet date, the Company was under the control of its shareholders and no single shareholder exercised overall control.
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.
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In their report, the auditor emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that forecast revenues are unlikely to cover operating expenses and therefore the Company will require additional funding within the 12 month period from the date of approval of these financial statements. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 29 May 2026 by Andrew Mason (Senior Statutory Auditor) on behalf of PEM Audit Limited.
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