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Registered number: NI628481
CUMULUS NEUROSCIENCE LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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CUMULUS NEUROSCIENCE LIMITED
REGISTERED NUMBER: NI628481
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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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 consolidated 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 on 4 June 2026.
The notes on pages 4 to 13 form part of these financial statements.
Page 1
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CUMULUS NEUROSCIENCE LIMITED
REGISTERED NUMBER: NI628481
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Net assets excluding pension asset
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Capital redemption reserve
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Profit and loss account brought forward
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Profit and loss account carried forward
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
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 consolidated 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 on 4 June 2026.
Page 2
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CUMULUS NEUROSCIENCE LIMITED
REGISTERED NUMBER: NI628481
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The notes on pages 4 to 13 form part of these financial statements.
Page 3
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CUMULUS NEUROSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cumulus Neuroscience Limited is a private company, limited by shares and is registered and domiciled in Northern Ireland. The Company's registered office address is Unit 5, Concourse Building 3, Queens Road, Belfast, Northern Ireland, BT3 9DT.
2.Accounting policies
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Basis of preparation of financial statements
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The consolidated 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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2020.
The financial statements have been prepared on a going concern basis. In assessing the appropriateness of this basis, the Directors have considered the Group’s current financial position, recent trading performance, forecast cash flows, and available financial resources.
The Group is currently loss-making and in a net liability position. The Group expects to report further losses for the year ending 31 December 2026. In April 2025, the Group received a significant investment in the form of convertible loan notes, which are due to mature in April 2027. Letters of support have been obtained from the investors, which include confirmation that they do not intend to request repayment of the convertible loan notes within the next 12 months.
Together with secured and contracted revenue streams extending through to 2027, the directors expect these resources to provide sufficient support to meet the Group's operational obligations and commitments for at least 12 months from the date of approval.
In conducting a prudent going concern assessment, the Directors have thoroughly reviewed financial projections covering at least twelve months following the approval of these financial statements. The Group is expected to generate sufficient cash flows to maintain operations throughout the review period. Based on this assessment, the Board has determined that it is appropriate to prepare these financial statements on a going concern basis.
Page 4
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CUMULUS NEUROSCIENCE 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 Consolidated 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'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Page 5
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CUMULUS NEUROSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Group 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.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Page 6
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CUMULUS NEUROSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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 and the Group operate and generate income.
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.
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.
Depreciation is provided on the following basis:
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.
Page 7
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CUMULUS NEUROSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, 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, including bank loans, 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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The average monthly number of employees, including directors, during the year was 70 (2024 - 75).
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Page 8
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CUMULUS NEUROSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charge for the year on owned assets
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Investments in subsidiary companies
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Page 9
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CUMULUS NEUROSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The following was a subsidiary undertaking of the Company:
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251 Little Falls Drive, Wilmington, New Castle, Delaware 19808
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The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
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Aggregate of share capital and reserves
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Prepayments and accrued income
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All trade debtors are due within one year. All trade debtors are due within the company's normal terms.
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Cash and cash equivalents
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Page 10
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CUMULUS NEUROSCIENCE 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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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The repayment of trade creditors are within agreed supplier terms. No interest is payable on trade creditors.
In December 2024, the Company entered into bridging loan agreements totalling £60,000. The loans accrued interest at 8% per annum and had a maturity of 3 months. They were fully settled in May 2025.
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Creditors: Amounts falling due after more than one year
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During the year, the Company entered into convertible loan agreements, the principal amount was £3,760,000. The loans accrue interest at 15% per annum and have a maturity of 2 years from the date of the agreement.
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Page 11
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CUMULUS NEUROSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Authorised, allotted, called up and fully paid
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2,261,261 (2024 - 2,247,326) Ordinary shares of £0.00004 each
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1,724,137 (2024 - 1,724,137) Series A1 shares of £0.00004 each
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1,177,236 (2024 - 1,177,236) Series A2 shares of £0.00004 each
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During the year, the company issued 671 ordinary shares of £0.00004 each on 7 February 2025, 12,138 ordinary shares of £0.0004 each on 31 March 2025, and 1,126 ordinary shares of £0.0004 each on 11 July 2025. All shares issued during the year were fully paid. The aggregate number of shares issued during the year was 13,935.
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In respect of grant funding received, the Company is subject to certain contractual conditions which may give rise to repayment obligations in the event of non-compliance. As at the reporting date, no obligations have arisen and no provision has been recognised in these financial statements.
There is no ultimate controlling party.
Page 12
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CUMULUS NEUROSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 4 June 2026 by Teresa Campbell (Senior Statutory Auditor) on behalf of AAB Group Accountants Limited.
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