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Registration number: 11123728

Neuronostics Limited
Annual Report and Unaudited Financial Statements
for the Year Ended 31 December 2025

Neuronostics Limited

Contents

Company Information | 1
Directors' Report | 2
Profit and Loss Account | 3
Balance Sheet | 4 to 5
Statement of Changes in Equity | 6
Notes to the Unaudited Financial Statements | 7 to 17

Neuronostics Limited

Company Information

Directors | Mr D Buller Mr R Haycock Ms AP Hyland Prof J Terry Mr W Woldman Mr CE Alvarez

Registered office | Engine Shed Station Approach Bristol BS1 6QH

Registered number | 11123728

Accountant | Corrigan Accountants Limited 1st Floor 25 King Street Bristol BS1 4PB

Neuronostics Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors of the company

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

Mr D Buller

Mr R Haycock

Ms AP Hyland

Prof J Terry

Mr W Woldman

Mr CE Alvarez (appointed 24 July 2025)

Principal activity

The principal activity of the company is that of the development of biomarkers from human brain data that can support neurologists and clinical scientists in the diagnosis and management of neurological conditions.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 5 March 2026 and signed on its behalf by:

......................................... Prof J Terry Director

Neuronostics Limited

Profit and Loss Account for the Year Ended 31 December 2025

| Note | 2025 £ | As restated 2024 £
Turnover |  | 300,367 | 104,388
Research & development costs |  | (1,179,852) | (966,446)
Administrative expenses |  | (107,713) | (77,500)
Other operating income |  | 187,029 | 427,686
Operating loss |  | (800,169) | (511,872)
Other interest receivable and similar income |  | 4,140 | 6,892
Interest payable and similar charges |  | (247) | (427)
|  | 3,893 | 6,465
Loss before tax |  | (796,276) | (505,407)
Taxation | 5 | 201,213 | 50,277
Loss for the financial year |  | (595,063) | (455,130)

Neuronostics Limited

(Registration number: 11123728)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | As restated 2024 £
Fixed assets |  |  |
Tangible assets | 6 | 8,120 | 12,362
Current assets |  |  |
Debtors | 7 | 300,854 | 387,118
Cash at bank and in hand |  | 230,295 | 386,200
|  | 531,149 | 773,318
Creditors: Amounts falling due within one year | 8 | (350,443) | (95,771)
Net current assets |  | 180,706 | 677,547
Total assets less current liabilities |  | 188,826 | 689,909
Creditors: Amounts falling due after more than one year | 8 | - | (5,965)
Net assets |  | 188,826 | 683,944
Capital and reserves |  |  |
Called up share capital | 9 | 184 | 182
Share premium reserve |  | 2,325,486 | 2,253,441
Share option reserve |  | 30,945 | 3,047
Profit and loss account |  | (2,167,789) | (1,572,726)
Total equity |  | 188,826 | 683,944

Neuronostics Limited

(Registration number: 11123728)
Balance Sheet as at 31 December 2025

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• | The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
• | The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and FRS 102 ‘The Financial Reporting Standard Applicable in the UK and Republic of Ireland’.

Approved and authorised for issue by the Board on 5 March 2026 and signed on its behalf by:

.........................................

Prof J Terry
Director

Neuronostics Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Share premium £ | Share options reserve £ | Retained earnings £ | Total £
At 1 January 2025 | 182 | 2,253,441 | 3,047 | (1,572,726) | 683,944
Loss for the year | - | - | - | (595,063) | (595,063)
Share based payment transactions | - | - | 27,898 | - | 27,898
New share capital subscribed | 2 | 72,045 | - | - | 72,047
At 31 December 2025 | 184 | 2,325,486 | 30,945 | (2,167,789) | 188,826

| Share capital £ | Share premium £ | Share options reserve £ | Retained earnings £ | Total £
At 1 January 2024 (As restated) | 168 | 1,827,270 | - | (1,117,596) | 709,842
Loss for the year (As restated) | - | - | - | (455,130) | (455,130)
Share based payment transactions | - | - | 3,047 | - | 3,047
New share capital subscribed | 14 | 426,171 | - | - | 426,185
At 31 December 2024 (As restated) | 182 | 2,253,441 | 3,047 | (1,572,726) | 683,944

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

1 | Statutory information

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

The address of its registered office is:
Engine Shed
Station Approach
Bristol
BS1 6QH

2 | Accounting policies

Summary of significant accounting policies

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.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention.
The financial statements are prepared in pounds sterling which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Going concern

The accounts have been prepared on a going concern basis which assumes that the company has sufficient funds to continue to trade for the foreseeable future.
There was a net loss for the year of £595,063 (2024: £455,130) and at the year end the Company had cash and cash equivalents of £230,295 (2024: £386,200). The directors have considered the ability of the company to continue trading as a going concern for the foreseeable future as this is contingent upon receiving external investment and funding. Initial funding has been secured after the year end. The directors have prepared profit and loss and cash flow projections allowing for this investment. These projections demonstrate the company ability to continue to trade as a going concern for the foreseeable future. Based on this, the directors are satisfied that the company is a going concern and have prepared the financial statements on that basis.

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Grants

Grants are recognised, using the accrual model, at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 taxable income.
The Company is entitled to claim tax credits in the United Kingdom for certain research and development expenditure. When the benefit is most likely expected to be received through the claim of a research and development cash tax credit, a credit to taxation in the statement of profit and loss and associated balance sheet debtor is recognised.

Deferred tax
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Computer equipment | Straight line over 3 years

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Patents and licences | Straight line over 10 years

Research and development costs

Research and development costs are written off to profit or loss in the year incurred.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits.

Trade creditors

Trade creditors are recognised at the transaction price.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employees' services are received.

Share based payments

The company issues options over its unissued shares. FRS 102 requires that the cost of equity-settled transactions is measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant option holders become fully entitled to the award. Fair value is determined using an appropriate pricing model based on information provided by the directors.
FRS 102 then requires that at each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and taking into account management's best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest. The movement in cumulative expense since the previous balance sheet date is recognised in the profit and loss account, with a corresponding entry in equity.

3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was 17 (2024 - 13).

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

4 | Prior year adjustment

The company's results for the year ended 31 December 2024 has been restated from the results previously reported. The adjustments are as follows;
The loss for the year ended 31st December 2024 has been increased by £1,389, and brought forward negative reserves as at 1 January 2023 increased by £45,157, in respect to a change in accounting policy to recognise third party patent costs as an expense and not as an intangible asset. As a result of this, the net book value of intangible fixed assets as at 31st December 2024 has been reduced to nil.
Therefore the overall impact of these corrections on the company’s result for the year ended 31st December 2024 was to:
• increase loss before tax by £1,389
• Increase negative reserves carried forward as at 31 December 2023 by £45,157
• Increase negative reserves carried forward as at 31 December 2024 by £46,546

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

5 | Taxation

Tax charged in the profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
R&D tax credit in relation to prior year | (38,110) | (73,937)
R&D tax credit in relation to current year | (150,000) | -
| (188,110) | (73,937)
Notional tax charge on R&D credit in current year | - | 33,750
Over provision on notional tax charge in previous year | (13,103) | (10,090)
| (13,103) | 23,660
Tax receipt in the profit and loss account | (201,213) | (50,277)

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

6 | Tangible fixed assets

| Computer equipment £
Cost
At 1 January 2025 | 31,755
Additions | 1,906
At 31 December 2025 | 33,661
Depreciation
At 1 January 2025 | 19,393
Charge for the year | 6,148
At 31 December 2025 | 25,541
Carrying amount
At 31 December 2025 | 8,120
At 31 December 2024 | 12,362

7 | Debtors: amounts falling due within one year

| 2025 £ | 2024 £
Trade debtors | 9,600 | 6,175
Prepayments | 76,121 | 38,997
Accrued income | 51,270 | 136,952
Other debtors | 13,863 | 12,373
R&D tax credit and corporation tax receivable | 150,000 | 192,621
| 300,854 | 387,118

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

8 | Creditors

| 2025 £ | 2024 £
Amounts falling due within one year |  |
Trade creditors | 24,364 | 52,766
Taxation and social security | 21,512 | 18,911
Other creditors | 2,848 | 2,893
Accruals | 10,657 | 7,501
Deferred income | 285,097 | 6,500
Bank borrowings | 5,965 | 7,200
| 350,443 | 95,771

| 2025 £ | 2024 £
Due after one year |  |
Bank borrowings | - | 5,965

9 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary of £0.0001 each | 1,680,830 | 168.08 | 1,657,514 | 165.75
A Ordinary of £0.0001 each | 161,812 | 16.18 | 161,812 | 16.18
| 1,842,642 | 184.26 | 1,819,326 | 181.93

During the year, 23,316 Ordinary shares with an aggregate nominal value of £3.09 were issued for an aggregate consideration of £72,046.

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

10 | Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Due within one year | 16,800 | 18,000

The Company has only one lease which is an operating lease. The lease is on the Company’s research facilities in Bristol. The facilities are subject to a 12-month lease from the Science Research Foundation. The lease is renewed annually in May each year. The amount of expense relating to this lease in the year was £40,320 (2024 - £40,320).

11 | Related party transactions

During the year, 23,316 ordinary shares were issued to Alliance Inc for an aggregate value of £72,046. The share premium consideration is a prepayment of two years consultancy services from Stratus Inc, whose parent is Alliance Inc.

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

12 | Share-based payments

Scheme details and movements

The company has issued both HMRC approve and unapproved options over its unissued shares to a company and employees.
Employee options vest at monthly intervals ranging from 1 to 4 years from the date of grant or on the achievement of certain milestones, and vesting is conditional upon the option holder's continuing employment by the company. Employee options issued to date have an exercise price of £0.46.
The term of the options is 10 years from the date of grant

Included within research and development expenses is a share-based payments expense of £17,597 (2024: £3,047) relating to employee options.

Forfeited shares relate to leavers during the year. The movements in the number of employee share options during the year were as follows:

| 2025 Number | 2024 Number
Outstanding, start of period | 79,214 | -
Granted during the period | - | 79,214
Forfeited during the period | (10,445) | -
Outstanding, end of period | 68,769 | 79,214
Exercisable, end of period | 24,829 | -

Neuronostics Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

The movements in the weighted average exercise price of share options during the year were as follows:

| 2025 £ | 2024 £
Outstanding, start of period | 0.46 | -
Granted during the period | - | 0.46
Forfeited during the period | 0.46 | -
Outstanding, end of period | 0.46 | 0.46
Exercisable, end of period | 0.46 | -

In addition to the above the company has issued 67,651 unapproved options over its unissued ordinary shares to a Company, Alliance Inc the parent Company of Stratus Inc at an exercise price of £3.09 per share. The option is exercisable for a term of 5 years expiring in July 2030.
Included within consultancy expenses is a share-based payment expense in relation to the shares issued to Alliance Inc of £10,301 (2024: £nil).

13 | Contingent liability

During 2024 the Company received an award from the US Epilepsy Foundation (“EF”) which also provides access to EF Know-How, intellectual property, and support. In accordance with the terms of the agreement the company is required to pay EF up to a maximum of $375,000 in royalties following the achievement of certain sales milestones.