REGISTERED NUMBER: 09111674 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

AGLARIS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Dr M Costa Ferrando

Dr D Horna Tomas

A J Santos Iglesias

Bio Cell Global Investments S.L.

J A Castillo Gonzalez

J Velasco

3-Gutinver S.L.

SECRETARY:

Dr M Costa Ferrando

REGISTERED OFFICE:

167-169 Great Portland Street

Great Portland Street, 5th Floor

London

W1W 5PF

REGISTERED NUMBER:

09111674 (England and Wales)

ACCOUNTANTS:

Oury Clark Chartered Accountants

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Intangible assets

4

4,972,335

4,935,580

Tangible assets

5

1,191

2,461

Investments

6

766,582

766,582

5,740,108

5,704,623

CURRENT ASSETS

Stocks

-

2,377

Debtors

7

616,000

445,138

Cash at bank

203,409

479,669

819,409

927,184

CREDITORS

Amounts falling due within one year

8

603,322

334,917

NET CURRENT ASSETS

216,087

592,267

TOTAL ASSETS LESS CURRENT LIABILITIES

5,956,195

6,296,890

CREDITORS

Amounts falling due after more than one year

9

1,506,888

932,231

NET ASSETS

4,449,307

5,364,659

CAPITAL AND RESERVES

Called up share capital

11

50,133

50,133

Share premium

12

6,985,530

6,985,530

Other reserves

12

255,798

171,242

Retained earnings

12

(2,842,154

)

(1,842,246

)

SHAREHOLDERS' FUNDS

4,449,307

5,364,659

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2026 and were signed on its behalf by:

Dr D Horna Tomas - Director

1.	STATUTORY INFORMATION

Aglaris Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The directors have prepared the financial statements on a going concern basis. The company is currently engaged in active discussions with a number of strategic and financial investors to secure additional funding to support working capital requirements through 2026 and 2027 to provide a platform for a subsequent growth funding round.

At the date of approval of these financial statements, the funding arrangements have not yet been finalised and the outcome of the ongoing discussions with potential investors remains subject to completion. In addition, the timing and level of future project revenues cannot be predicted with certainty. The directors have considered these factors in their assessment of the company's ability to continue as a going concern.

Nevertheless, the directors have a reasonable expectation that the company will be able to secure the additional funding required and continue its operations for the foreseeable future. Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Aglaris Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

With regard to the accounting policies adopted by the company, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily available from other sources. Such estimates are based on historical experience and other relevant factors and may differ from actual results. All estimates, and associated underlying assumptions, are reviewed on an ongoing basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sale taxes. Turnover is recognised on completion of the service.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs once complete will be amortised evenly over their estimated useful life of 5 years. Development costs are not yet complete.

Patent costs are recognised at cost and once their application has been accepted they will be amortised evenly over their estimated useful life of 5 years.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses.

Depreciation is provided at the following annual rates to write off each asset over its estimated useful life.

Fixtures and fittings

- 10% on cost

IT & computer equipment

- 25% on cost

Laboratory equipment

- 25% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

The company recognises Research and Development Tax Credits with HMRC on the receipts basis.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

Basic Financial Instruments as covered by Section 11 of FRS 102 are measured at amortised cost. Financial instruments as covered by Section 12 of FRS102 relating to convertible loans are shown in other reserves.

Grants

Grants are recognised within other income when there are no unfulfilled conditions or contingencies attached to the grant.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2024 - 2 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

4,937,291

Additions

43,751

Disposals

(607

)

At 31 December 2025

4,980,435

AMORTISATION

At 1 January 2025

1,711

Charge for year

6,389

At 31 December 2025

8,100

NET BOOK VALUE

At 31 December 2025

4,972,335

At 31 December 2024

4,935,580

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

28,001

Disposals

(6,183

)

At 31 December 2025

21,818

DEPRECIATION

At 1 January 2025

25,540

Charge for year

1,140

Eliminated on disposal

(6,053

)

At 31 December 2025

20,627

NET BOOK VALUE

At 31 December 2025

1,191

At 31 December 2024

2,461

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

766,582

NET BOOK VALUE

At 31 December 2025

766,582

At 31 December 2024

766,582

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Aglaris Cell SL

Registered office: Spain

Nature of business: Research And Experimental Development

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

1,634,928

740,385

Profit for the year

155,203

237,595

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

609,597

439,571

Other debtors

6,403

5,567

616,000

445,138

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

25,440

1,759

Taxation and social security

75

-

Other creditors & accruals

577,807

333,158

603,322

334,917

There is £nil (2024: £nil) due to the directors included in other creditors.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Other creditors

1,506,888

932,231

10.	SECURED DEBTS

The following secured debts are included within creditors:

31.12.25

31.12.24

£

£

Innovate UK Loan

838,081

837,882

The loan is secured by a fixed charge over freehold and leasehold property, rents receivable from any lease granted out, fixed assets, licenses, policies of insurance, goodwill, stocks, shares, loan capital, securities, investments, all intellectual property, uncalled capital (present and future), all agreement instruments and rights relating to the charged assets and a first floating charge all the undertaking and all property, assets and rights of the present and future not effectively mortgaged, charged or assigned. Under a revised repayment schedule agreed in August 2025, repayments of the loan principal will commence in January 2026, with the outstanding loan balance repayable in full by October 2028.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

19,631

Ordinary

£1

19,631

19,631

30,502

Series A

£1

30,502

30,502

50,133

50,133

12.

RESERVES

The other reserves relates to the equity proportion of convertible loans.

13.	CONTINGENT LIABILITIES

Aglaris Limited offers an incentive scheme to 2 (2024: 2) ex employees and 1 (2024: 1) non-executive director. Under the terms of the scheme, upon the sale of all or more than 50% of the current shares in the company, where net proceeds exceed 5 million Euros, these ex employees will receive a payment equivalent to the increase in value of 140 (2024: 140) shares in the company at that date. The non-executive director will receive a payment equivalent to the increase in value of 117 (2024:117) shares. No end date has been provided for in the agreement.

14.	ULTIMATE CONTROLLING PARTY

In the opinion of the Directors there is no ultimate controlling party.