Company registration number 13340912 (England and Wales)
SUDO BIOSCIENCES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
SUDO BIOSCIENCES LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
SUDO BIOSCIENCES LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,469,503
1,469,503
Tangible assets
5
15,437
14,626
1,484,940
1,484,129
Current assets
Debtors
6
7,153,915
9,816,700
Cash at bank and in hand
1,513,784
38,005
8,667,699
9,854,705
Creditors: amounts falling due within one year
7
(7,423,656)
(5,838,232)
Net current assets
1,244,043
4,016,473
Net assets
2,728,983
5,500,602
Capital and reserves
Called up share capital
9
-
0
-
0
Capital contribution reserve
73,503,268
54,548,140
Profit and loss reserves
(70,774,285)
(49,047,538)
Total equity
2,728,983
5,500,602

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 6 August 2026 and are signed on its behalf by:
Mr S A Byrd
Director
Company Registration No. 13340912
SUDO BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

Sudo Biosciences Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 1 Ashley Road, Altrincham, WA14 2DT.

1.1
Accounting convention

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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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

These financial statements have been prepared on the going concern basis. true

The director s have consider ed the financial resources available to the company and concluded that these are sufficient to fund its operations for the foreseeable future and to meet its liabilities as they fall due.

In addition, Sudo Biosciences Inc, h as confirmed they will continue to provide such financial support as the company requires to enable it to meet its liabilities as they fall due, for a period of at least 12 months from the date that these financial statements are approved.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.4
Research and development expenditure

Research and development expenditure is written off against profits in the year in which it is incurred.

SUDO BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

For the year to 31 December 2025, in line with the guidance stated in FRS 102 Section 18.22, the directors are of the opinion that no amortisation should be provided in the financial statements on the basis that the intangible assets are not yet in the location and condition necessary for them to be available and capable of operating in their intended manner.

Intellectual property
No amortisation
1.6
Tangible fixed assets

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

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:

Computers
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

SUDO BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

1.10
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
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 employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

SUDO BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.13
Share-based payments

The company participates in a group share-based payment arrangement granted to its employees. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group and is basing this on the Black-Scholes valuation model. As a result, t he fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to profit and loss reserves.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
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.

Key sources of estimation uncertainty

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.

Useful economic lives of intangible fixed assets

Intangible assets are amortised over their useful lives, taking into account, where appropriate, residual values. The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates.

3
Employees

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

2025
2024
Number
Number
Total
15
11
SUDO BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
4
Intangible fixed assets
Intellectual property
£
Cost
At 1 January 2025 and 31 December 2025
1,469,503
Amortisation and impairment
At 1 January 2025 and 31 December 2025
-
0
Carrying amount
At 31 December 2025
1,469,503
At 31 December 2024
1,469,503
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2025
22,292
Additions
7,352
Disposals
(2,820)
At 31 December 2025
26,824
Depreciation and impairment
At 1 January 2025
7,666
Depreciation charged in the year
6,541
Eliminated in respect of disposals
(2,820)
At 31 December 2025
11,387
Carrying amount
At 31 December 2025
15,437
At 31 December 2024
14,626
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
4,501,831
8,461,625
Other debtors
2,652,084
1,355,075
7,153,915
9,816,700
SUDO BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
2,426,385
2,067,796
Amounts owed to group undertakings
3,491,709
3,160,762
Taxation and social security
102,570
80,380
Other creditors
1,402,992
529,294
7,423,656
5,838,232
8
Share-based payment transactions

Sudo Biosciences Inc is the company’s parent undertaking. The parent company's 2020 Equity Incentive Plan provides for the award of restricted stock units in the parent company to employees, officers, directors, consultants, and advisors of the group. The terms of each award and the exercise price are determined by the parent company’s board of directors.

Restricted stock units granted generally have a contractual term of 5 years and vest over a four-year period, with twenty-five percent (25%) of the shares vesting on the one-year anniversary of the vesting commencement date, and an additional 1/48th of the shares vesting on the last day of each full calendar month of continuous service thereafter.

Number of restricted stock units
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
7,006,898
3,021,898
0.03
-
0
Granted
3,115,999
4,365,000
0.04
0.03
Forfeited
(349,805)
0
(380,000)
0
0.03
0.03
Exercised
(107,460)
0
-
0
0.03
-
0
Outstanding at 31 December 2025
9,665,632
7,006,898
0.04
0.03
Exercisable at 31 December 2025
2,897,567
710,000
0.04
0.03

The restricted stock units outstanding at 31 December 2025 had an average exercise price of £0.04 (2024 - £0.02), and a remaining contractual life of 2.79 years (2024 - 3.11 years).

During the year, the company recognised total share-based payment expenses of £25,726 (2024 - £10,821) which related to group equity settled share-based payment transactions.

Inputs were as follows:
2025
2024
Weighted average share price
0.04
0.03
Weighted average exercise price
0.04
0.03
Expected volatility
50.00
50.00
Expected life
5.00
5.00
Risk free rate
3.32
2.88
SUDO BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
1
1
-
0
-
0
1
1
-
0
-
0
10
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 December 2025 and of its loss for the year 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:
Paul Tonks BSc (Econ) FCA
Statutory Auditor:
Edwards
Date of audit report:
6 August 2026
11
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
Total commitments
-
0
9,736
12
Related party transactions

As at 31 December 2025 included within creditors is an amount of £3,491,709 (2024 - £3,160,762) due by the company to its parent undertaking Sudo Biosciences Inc. This loan amount is repayable on demand and carries interest on commercial terms.

13
Parent company

The company's parent company is Sudo Biosciences Inc who hold 100% of the share capital of the entity, a company incorporated in United States of America.

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