ACIONNA_THERAPEUTICS_LIMI

ACIONNA THERAPEUTICS LIMITED

STATEMENT OF FINANCIAL POSITION

AS AT

31 MARCH 2026

- 1 -

2026

Notes

Fixed assets

Intangible assets

96,458

Tangible assets

6,157

102,615

Current assets

Debtors

592,423

Cash at bank and in hand

4,227,537

4,819,960

Creditors: amounts falling due within
one year

(446,413)

Net current assets

4,373,547

Net assets

4,476,162

Capital and reserves

Called up share capital

120

Share premium account

7,499,925

Profit and loss reserves

(3,023,883)

Shareholders' funds

4,476,162

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

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 13 July 2026 and are signed on its behalf by:

Dr J Savidge

Director

Company registration number 16309416 (England and Wales)

ACIONNA THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2026

- 2 -

Accounting policies

Company information

Acionna Therapeutics Limited is a private company limited by shares incorporated in England and Wales, registered number 16309416. The registered office is Burnham House, Splash Lane, Wyton, Huntingdon, PE28 2AF.

1.1

Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 company was incorporated on 12 March 2025, and these financial statements represent its first accounting period, from incorporation to 31 March 2026. Accordingly, no comparative figures have been presented.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2

Going concern

The company commenced trading on 12 March 2025. These financial statements cover the extended period from that date to 31 March 2026, which represents a long period of account.

The Directors have prepared integrated forecasts to June 2030. These forecasts indicate that additional funding will be required within the next 12 months in order to support the company's ongoing and planned business activities.

It is expected that further injections of capital will be provided by existing and potentially new shareholders. As at the date of approval of these financial statements, formal agreements are in place for tranched equity financing; Tranche 1 already received and Tranche 2 and 3 are conditional on achieving scientific milestones.

The company has demonstrated a strong delivery record throughout Tranche 1 and scientific progress continues to be on track; however, the company also recognises the inherent uncertainty of achieving scientific milestones given the nature of its research. On this basis, the directors are of the opinion that it is appropriate to adopt the going concern basis in the preparation of the financial statements, including consideration given to the company's ability to materially reduce its operating cost base. However, the Directors have also concluded that it is necessary to highlight that the timing and successful completion of the Tranche 2 milestones represent a material uncertainty that may cast doubt on the company's ability to continue as a going concern.

1.3

Intangible fixed assets and amortisation

Intangible fixed assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated to write off the cost of the assets over their estimated useful lives on a straight-line basis over its useful life. Where a reliable estimate of the useful life cannot be made, the life is presumed not to exceed ten years.

The company reviews the carrying value of intangible fixed assets annually to determine whether there is any indication of impairment. If such an indication exists, the asset's recoverable amount is estimated, and an impairment loss is recognised where necessary.

ACIONNA THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2026

Accounting policies

(Continued)

- 3 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences

5% straight line

1.4

Tangible fixed assets and depreciation

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computer equipment

33.33% straight line

1.5

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

1.6

Financial instruments

The company has applied sections 11 and 12 of FRS 102. The company entered into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and certain preference shares.

An equity instrument is defined as any contract that evidences a residual interest in an entity's assets after deducting all of its liabilities.

The company issued seed preferred shares during the year. The shares have been classified as equity in accordance with FRS 102 Section 22 because the rights attached to the shares do not oblige the company to make payments or redeem the shares.

The seed preferred shares are recognised in equity at the fair value of the consideration received, net of directly attributable transaction costs. As equity instruments, they are not subsequently remeasured.

ACIONNA THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2026

Accounting policies

(Continued)

- 4 -

1.7

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

1.8

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

1.9

Pensions

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided.

Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.10

Research and development expenditure

Research expenditure is written off in the period in which it is incurred.

Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:

- It is technically feasible to complete the intangible asset so that it will be available for use or sale;

ACIONNA THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2026

Accounting policies

(Continued)

- 5 -

- There is the intention to complete the intangible asset and use or sell it;

- There is the ability to use or sell the intangible asset;

- The use or sale of the intangible asset will generate probable future economic benefits;

- There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and

- The expenditure attributable to the intangible asset during its development can be measured reliably.

Expenditure that does not meet the above criteria is expensed as incurred.

1.11

Government grants and R&D expenditure credits

Government grants, including Research and Development Expenditure Credits (RDEC), are recognised where there is reasonable assurance that the grant will be received and that all related conditions will be complied with.

RDEC income is recognised in the profit and loss account on a systematic basis over the periods in which the related research and development expenditure is recognised as an expense. The credit is presented within other operating income.

ACIONNA THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2026

- 6 -

Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Capitalisation of research and development expenditure

The company incurs significant expenditure on research and development activities. Judgement is required in determining whether such expenditure meets the criteria for capitalisation as an intangible asset under FRS 102.

Management assesses each project against the recognition criteria, including technical feasibility, intention and ability to complete the asset, availability of resources, and the probability of future economic benefits. Given the early-stage nature of the company's research activities and the inherent uncertainties in drug development, management has concluded that these criteria have not been met during the period. Accordingly, all such expenditure has been expensed as incurred, with the exception of acquired licences, which are capitalised where they meet the definition of an intangible asset.

Classification of preferred shares as equity instruments

The company has issued preferred shares during the period. Judgement has been applied in determining whether these instruments should be classified as equity or liabilities in accordance with FRS 102 Section 22.

In making this assessment, management has considered the terms of the shares, including the absence of any contractual obligation to deliver cash or other financial assets and the lack of mandatory redemption features. Based on these characteristics, the preferred shares have been classified as equity instruments. This classification is reviewed on issue of any new share classes or modification of existing terms.

Average number of employees

The average monthly number of persons (including directors) employed by the company during the period was:

2026

Number

Total

ACIONNA THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2026

- 7 -

Intangible fixed assets

Patents & licences

Cost

At 12 March 2025

Additions

100,000

At 31 March 2026

100,000

Amortisation

At 12 March 2025

Amortisation charged for the period

3,542

At 31 March 2026

3,542

Net book value

At 31 March 2026

96,458

The additions in the period relate to licences acquired from University College Cardiff Consultants Limited and Oxford University Innovation Limited, which provide the company with the rights to intellectual property used in its research and development activities. The directors consider that the licences meet the recognition criteria for intangible assets under FRS 102, as they are separately identifiable, controlled by the company and expected to generate future economic benefits.

Tangible fixed assets

Computer equipment

Cost

At 12 March 2025

Additions

7,881

At 31 March 2026

7,881

Depreciation

At 12 March 2025

Depreciation charged in the period

1,724

At 31 March 2026

1,724

Net book value

At 31 March 2026

6,157

ACIONNA THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2026

- 8 -

Debtors

2026

Amounts falling due within one year:

Other debtors

1,800

Prepayments and accrued income

41,093

R&D tax credit debtor

376,227

VAT debtor

173,303

592,423

Creditors: amounts falling due within one year

2026

Trade creditors

404,214

Taxation and social security

22,299

Accruals and deferred income

19,900

446,413

Deferred taxation

As at 31 March 2026 there existed a potential net deferred tax asset of £762,155 comprising an asset of £88,251 in respect of the RDEC restriction, and asset of £699,558 in respect of unrelieved trading losses and a liability of £25,654 in respect of accelerated capital allowances. This has not been reflected as an asset given the uncertainty of future revenue streams and as the company is committed to significant continued investment in research and development.

Share capital

2026

Allotted, called up and fully paid

4,500,000 Ordinary Shares of £0.00001 each

2026

Allotted, called up and fully paid

7,500,000 Seed Preferred Shares of £0.00001 each

On 25 March 2025, the Company issued 3,600 ordinary shares of £0.00001 each for total consideration of £36. On 29 April 2025, the Company issued 899,000 ordinary shares of £0.00001 each for total consideration of £9. Total consideration received for ordinary shares during the period was £45.

On 29 April 2025, the Company issued 7,500,000 Seed Preferred shares of £0.00001 each for total consideration of £7,500,000.

ACIONNA THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2026

- 9 -

Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its loss for the period 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.

Senior Statutory Auditor:

Jayson Lawson

Statutory Auditor:

Ensors

Date of audit report:

13 July 2026

Related party transactions

Transactions with directors

During the period, the Company was charged £5,450 for consultancy fees by Dr J Bilsland. At the period end £nil was outstanding in this respect.

During the period, the Company was charged £24,000 for consultancy fees by Prof B Morgan. Of this amount, £2,000 is included within prepayments at 31 March 2026.

Transactions with shareholders

During the period, the Company was invoiced £18,830 from shareholder Oxford Science Enterprises plc for recharged consultants' fees in addition to directors' services provided by Dr C Brown. At the period end £nil was outstanding. £208 was included within prepayments as at 31 March 2026.

During the period, the Company was invoiced £50,000 from shareholder University College Cardiff Consultants Limited in respect of a licence fee. The licence is capitalised as an intangible asset. At the period end £nil was outstanding.

During the period, the Company was invoiced £19,500 from shareholder Dr W Zelek for consultancy services. At the period end £nil was outstanding. £875 was included within prepayments as at 31 March 2026.

Ultimate controlling party

At the balance sheet date the company was under the control of Oxford Science Enterprises Plc. as the majority shareholder.