APINI_THERAPEUTICS_LIMITE

APINI THERAPEUTICS LIMITED

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2026

- 1 -

2026

2025

Notes

Fixed assets

Intangible assets

32,500

58,500

Current assets

Debtors

455,124

188,666

Cash and cash equivalents

1,831,238

1,079,477

2,286,362

1,268,143

Creditors: amounts falling due within one year

(130,786)

(265,507)

Net current assets

2,155,576

1,002,636

Total assets less current liabilities

2,188,076

1,061,136

Capital and reserves

Called up share capital

Share premium account

6,526,198

2,526,218

Share option reserve

16,286

11,489

Income statement reserve

(4,354,450)

(1,476,593)

Shareholders' funds

2,188,076

1,061,136

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

On behalf of the board

N Dahan

Director

Date:

22/07/2026

Company registration number 13767202 (England and Wales)

APINI THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

- 2 -

Accounting policies

Company information

Apini Therapeutics Limited is a private company, limited by shares, incorporated in England & Wales, registered number 13767202. 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 Section 1A”) and the requirements of the Companies Act 2006.

The prior year financial statements cover the period from 1 December 2023 to 31 March 2025, which is longer than the current 12-month period. This change has been made to align the financial year end with that of the parent company. As a result, the prior year amounts are not fully comparable.

The financial statements are presented in pounds sterling, which is the company's functional and presentation currency. Amounts in the financial statements have been rounded to the nearest £1, unless otherwise stated.

1.2

Going concern

As the company continues in the research and development phase, it has recorded a loss for the year to 31 March 2026. During this stage of its lifecycle, the company will remain in a cash outflow position with no revenues expected to be generated in the immediate future.

As part of their going concern assessment, the directors have prepared budgets and cash flow forecasts to assess the cash requirement to continue in operational existence for a minimum period of 12 months from the date of the approval of these financial statements.

The Company entered into a financing arrangement in the previous period of up to £9.0 million, available in three tranches subject to the achievement of specified milestones, of which £4.0 million was drawn down during the year and £2.1m in the prior period.

The company has demonstrated a strong delivery record throughout the first two tranches and scientific progress continues to be excellent; 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. However, the Directors have also concluded that it is necessary to highlight that the timing and successful completion of the milestones, as well as the internal and legal formalities required to release the further funding (Tranche 3 of the financing agreement), represent a material uncertainty related to events or conditions that may cast doubt on the company's ability to continue as a going concern.

1.3

Significant judgements and estimations

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.

Key sources of estimation uncertainty

APINI THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

Accounting policies

(Continued)

- 3 -

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.

Share Based Payments

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which management has deemed to be Black Scholes. This estimate also requires determining the most appropriate inputs to the valuation model including the fair value of the underlying share, expected life of the share option, volatility and dividend yield, and making assumptions about them.

1.4

Intangible Fixed Assets and Amortisation - Intellectual Property

Intellectual property assets relate to a patented IP licence. The licence is amortised to the income statement over its estimated economic life of five years.

1.5

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.

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

1.6

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

1.7

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.

APINI THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

Accounting policies

(Continued)

- 4 -

1.8

Research and development

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;

-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.

1.9

Government grants and R&D expenditure credits

Government grants, including research and development tax credits under the UK R&D regime, are recognised where there is reasonable assurance that the grant will be received and that all related conditions will be complied with.

Such credits are 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.

Employees

The average number of employees, including directors, during the year was: 2 (2025: 1)

Intangible assets

Intellectual Property

Cost

As at 1 April 2025

130,000

As at 31 March 2026

130,000

Amortisation

As at 1 April 2025

71,500

Charged during the year

26,000

As at 31 March 2026

97,500

Net Book Value

As at 31 March 2026

32,500

As at 1 April 2025

58,500

APINI THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

- 5 -

Debtors

Year ended

Period ended

31 March

2026

2025

Amounts falling due within one year:

R&D tax debtor

306,973

93,837

Prepayments and accrued income

6,068

3,367

VAT

142,083

91,462

455,124

188,666

Creditors: amounts falling due within one year

Year ended

Period ended

31 March

2026

2025

Trade creditors

44,359

219,419

Amounts owed to group undertakings

34,107

32,200

Other taxes and social security

2,343

2,638

Accruals and deferred income

49,977

11,250

130,786

265,507

Deferred taxation

As at 31 March 2026 there existed a potential net deferred tax asset of £763,574 comprising an asset of £72,006 in respect of the RDEC restriction, an asset of £699,693 in respect of unrelieved trading losses, and a liability of £8,125 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. No current tax has been recognised due to losses incurred in the period.

Share capital

Year ended

Period ended

31 March

2026

2025

Allotted, called up and fully paid

1,000,000 (2025:1,000,000) Ordinary Shares of £0.00001 each

APINI THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

Share capital

(Continued)

- 6 -

Year ended

Period ended

31 March

2026

2025

Preference shares

Allotted, called up and fully paid

3,235,144 (2025:1,235,144) Preference A shares of £0.00001 each

2,000,000 Preferred A shares of £0.00001 each were issued at a subscription price of £2.00 per share, raising total proceeds of £4 million.

The Company has two classes of share in issue: ordinary shares and Series A preferred shares. The ordinary shares have full voting rights and rank pari passu for dividends and distributions on a return of capital. The Series A preferred shares are convertible into ordinary shares in accordance with the Company's Articles of Association. They carry voting rights and rank pari passu with ordinary shares for dividends, but also have certain preferential rights in relation to capital distributions and other matters as set out in the Articles of Association.

Related party transactions

The Company has entered into transactions with its investors whose group companies provide management services to the Company.

During the year, the total amount invoiced from investors with significant influence was £325,325 (2025: £162,750) in respect of management service fees and a further £4,000 (2025: £15,000) in respect of recharged expenses. As at 31 March 2026, £34,107 is included within creditors for management service fees (2025: £32,200).

Share-based payments

The Company has a Share Option Plan. Share Options are offered at an exercise price specified by the Directors at date of grant and vest over four years.

The exercise price and vesting conditions of the Share Options is subject to approval by the Board of Directors. Share Options are subject to good leaver/bad leaver provisions.

As at 31 March 2026 the Company had issued 447,000 Share Options (2025: 236,000) to its employees and consultants of which 106,438 had vested (2025: 55,771).

Each share option has an exercise price of £2.00.

The fair value of Share Options issued was measured using the Black-Scholes valuation model. The expected volatility of the Share Options was assessed at 50% and a risk free rate of 0.5% due to comparison with other similar stage investment backed enterprises. As a result of the fair value exercise performed, a profit and loss charge of £4,797 (2025: £11,489) was recorded in the accounts, with corresponding credits to equity.

APINI THERAPEUTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

- 7 -

Ultimate controlling party

The company's immediate parent undertaking is Slingshot Therapeutics Holdings Limited; a company incorporated in the UK. Copies of their accounts may be obtained from the secretary, Burnham House, Splash Lane, Huntingdon, PE28 2AF. The ultimate parent company and ultimate controlling party is Syncona Limited who controls 100% of the shares of Slingshot Therapeutics Holdings Limited. Syncona Limited is registered as a closed-ended investment company incorporated in Guernsey. The consolidated financial statements of Syncona Limited are available from the London Stock Exchange and on the website www.synconaltd.com.

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 year then ended;

the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Senior Statutory Auditor:

Stephen Wyborn

Statutory Auditor:

Grant Thornton UK LLP

Date of audit report:

22 July 2026