PACT Earth Ltd

	Page
Company Information	1
Balance Sheet	2—3
Notes to the Financial Statements	4—9

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PACT Earth Ltd

Balance Sheet

As At 31 December 2025

Balance Sheet

Registered number: 12316408

		2025		2024 as restated
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	5		1,083,408		748,858

			1,083,408		748,858
CURRENT ASSETS
Debtors	6	1,101,561		364,582
Short-term investments	7	11,186,677		1,511,432
Cash at bank and in hand		1,311,008		505,768

		13,599,246		2,381,782
Creditors: Amounts Falling Due Within One Year	8	(441,838 )		(195,489 )

NET CURRENT ASSETS (LIABILITIES)			13,157,408		2,186,293

TOTAL ASSETS LESS CURRENT LIABILITIES			14,240,816		2,935,151

PROVISIONS FOR LIABILITIES
Other provisions			(155,500 )		-

NET ASSETS			14,085,316		2,935,151

CAPITAL AND RESERVES
Called up share capital	10		266		155
Share premium account			15,508,928		4,731,918
Capital redemption reserve			6		-
Other reserves			271,904		4,009,658
Profit and Loss Account			(1,695,788 )		(5,806,580 )

SHAREHOLDERS' FUNDS			14,085,316		2,935,151

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PACT Earth Ltd

Balance Sheet (continued)

As At 31 December 2025

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

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf the Board of Directors

Dr Yudi Ding

Director

13 August 2026

The notes on pages 4 to 9 form part of these financial statements.

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PACT Earth Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2025

Notes to the Financial Statements

1. General Information

Pact Earth Ltd (the "company") a private company, limited by shares, incorporated in England & Wales, registered number 12316408 . The registered office is Unit 18-21 Evolution Business Park Milton Road, Impington, Cambridge, CB24 9NG.

The company’s functional and presentational currency is Sterling.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 6).

2.2. Going Concern Disclosure

The directors have adopted the going concern basis in preparing these financial statements. In assessing whether the going concern assumption is appropriate, the directors have taken into account all relevant information about the current status of the company's operations and its liquidity.

The directors have prepared cash flow forecasts for the foreseeable future, being a period of at least 12 months from the date of approval of these financial statements, which indicate that there is a reasonable expectation that the company will continue to trade and meet its liabilities as they fall due. Accordingly, the directors consider that the going concern basis of preparation remains appropriate.

2.3. Turnover

Turnover represents the fair value of consideration receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.

Turnover from the sale of goods is recognised when control of the goods has transferred to the customer, typically on delivery.

Turnover from service contracts represents the value of work carried out during the year, recognised in accordance with the stage of completion of those contracts. The stage of completion is measured by the work completed to date as a percentage of the estimated total work for the contract.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the assets is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognized when the carrying value exceeds the recoverable amount.

Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold Improvements	over the lease term
Plant & Machinery	5 years straight line
Fixtures & Fittings	3 years straight line
Computer Equipment	3 years straight line

The assets’ residual values, useful lives and depreciation method are reviewed and adjusted prospectively if appropriate, or if there is an indication of significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.

2.5. Cash and Cash Equivalents

Cash is represented by cash in hand and deposits held at 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 are readily convertible to a known amount of cash with insignificant risk of change in value. Cash equivalents are disclosed within Short-Term Investments in the Balance Sheet.

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PACT Earth Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.6. 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.

Basic financial assets

Basic financial assets, which include debtors and bank balances, are measured at transaction price including transaction costs.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, are recognised at transaction price including transaction costs.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities.

2.7. Interest Receivable

Interest on funds held on deposit is included when receivable and the amount can be recognized reliably by the company. This is normally upon notification of the interest paid or payable by the Bank.

2.8. Foreign Currencies

Functional and presentation currency

The company's functional and presentational currency is Sterling.

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. Nonmonetary 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 Statement of Comprehensive Income within either 'Interest Receivable or Interest Payable'. All other foreign exchange gains and losses are presented in profit or loss within 'Administrative expenses'.

2.9. Taxation

The tax expense for the period comprises current and deferred tax. 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 operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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PACT Earth Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.10. Provisions and Contingencies

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.11. Employee Benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock of fixed assets.

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.

2.12. Pensions

The company operates a defined pension contribution scheme for its employees. A defined contribution scheme is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid, the company has no further payment obligations.

Contributions are recognised as an expense in the Statement of Comprehensive Income as they become payable. Amounts not paid are shown in Other Creditors as a liability on the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.

2.13. Share Based Payments

The company operates an equity-settled, share-based compensation plan, under which the company received services from employees as consideration for equity instruments (options) of the company. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

2.14. Research and Development

Research and development expenditure is expensed to the Statement of Comprehensive Income as incurred.

2.15. Operating Leases

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 recognized 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.

3. Average Number of Employees

The average monthly number of employees, including directors, during the year was: 24 (2024: 20)

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PACT Earth Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

4. Prior Period Adjustment

During the year, the directors identified that certain bank deposits were not available to the company on demand, without penalty and therefore did not meet the definition of cash at bank and in hand but do meet the definition of cash equivalents as they are available with less than three months’ notice. The comparatives in the Balance Sheet have been restated for this material error, with the effect as follows:

Short term investments as at 31 December 2024 have increased by £1,511,432; and
Cash at bank and in hand as at 31 December 2024 has decreased by £1,511,432.

There was no impact on the Statement of Comprehensive Income for the year ended 31 December 2024 and nor was there any impact on opening reserves as at 1 January 2024.

5. Tangible Assets

	Land & Property
	Leasehold Improvements	Plant & Machinery	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 1 January 2025	333,614	476,510	106,008	37,978	954,110
Additions	93,571	485,216	21,390	14,582	614,759
Disposals	-	-	-	(688 )	(688 )

As at 31 December 2025	427,185	961,726	127,398	51,872	1,568,181

Depreciation
As at 1 January 2025	35,967	137,844	17,652	13,789	205,252
Provided during the period	85,696	142,267	38,730	12,904	279,597
Disposals	-	-	-	(76 )	(76 )

As at 31 December 2025	121,663	280,111	56,382	26,617	484,773

Net Book Value
As at 31 December 2025	305,522	681,615	71,016	25,255	1,083,408

As at 1 January 2025	297,647	338,666	88,356	24,189	748,858

6. Debtors

	2025	2024 as restated
	£	£
Due within one year
Trade debtors	133,371	1,684
Prepayments and accrued income	179,587	124,224
Other debtors	82,551	85,310
Research and Development tax receivable	649,583	103,881
VAT receivable	56,469	49,483

	1,101,561	364,582

Short-term debtors are measured at transaction price, less any impairment.

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PACT Earth Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

7. Current Asset Investments

	2025	2024 as restated
	£	£
Short term deposits	11,186,677	1,511,432

8. Creditors: Amounts Falling Due Within One Year

	2025	2024 as restated
	£	£
Trade creditors	121,938	67,467
Other creditors	72,941	45,978
Accruals and deferred income	246,959	82,044

	441,838	195,489

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

9. Provisions for Liabilities


	Restructuring provision	Total
	£	£
Additions	155,500	155,500

Balance at 31 December 2025	155,500	155,500

The restructuring provision relates to the company’s realignment of its cost base to its growth strategy. The provision is based upon management’s best estimate for the costs to be incurred, based upon restructuring announced before 31 December 2025. The provision is expected to be utilised in the year ending 31 December 2026.

10. Share Capital

	2025	2024 as restated
Allotted, called up and fully paid	£	£
974,061 Ordinary Shares of £ 0.0001 each	97	97
282,069 Seed 1 preference shares of £ 0.0001 each	29	35
226,484 Seed 2 preference shares of £ 0.0001 each	23	23
1,174,578 Series A preference shares of £ 0.0001 each	117	-

	266	155

On 12 March 2025, the company redesignated the Seed preference shares of £0.0001 each to Seed 1 Preference shares of £0.0001 each.

On 13 March 2025, the company undertook a capital reduction to reduce its Share Premium Account by £8,683,576.

On 14 March 2025, the company purchased into treasury 64,698 Seed 1 Preference shares of £0.0001 each for a total consideration of £783,509 and directly attributable costs amounting to £3,920. Subsequently, on the same date, these shares were cancelled.

On 14 March 2025, the company issued 1,174,578 Series A Preference shares of £0.0001 each. Of the shares issued, 938,157 Series A Preference shares of £0.0001 were issued for a consideration of £15,704,748, which was offset by issue costs amounting to £198,297. The remaining 236,421 Series A Preference shares of £0.0001 each were issued following conversion of SAFE agreements amounting to £3,957,658, which were offset by issue costs amounting to £6,000.

...CONTINUED

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PACT Earth Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

10. Share Capital - continued

During the year the company issued 3,444 Ordinary shares of £0.0001 each for a consideration of £2,594 following the exercise of share options.

Share rights

All shares rank pari passu in all aspects, except as follows:

On a distribution of assets on liquidation or a return of capital, the surplus assets of the company after paying liabilities will be first in paying the Series A Preference shareholders the preference amount originally paid to the company in priority to the Seed 1 Preference shareholders, the Seed 2 Preference shareholders and the Ordinary shareholders. Subsequently, further distributions are made next to Seed 2 Preference shareholders and then the Seed 1 Preference shareholders on the same basis.

11. Capital Commitments

As at 31 December 2025, the company had total capital commitments equal to £57,759 (2024 - £nil)

12. Other Commitments

At 31 December 2025, the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

	2025	2024 as restated
	£	£
Not later than one year	240,352	255,060
Later than one year and not later than five years	426,748	672,614

	667,100	927,674

13. Pension Commitments

The pension charge represents contributions payable by the company and amounted to £222,587 (2024 - £90,209). The pension contributions outstanding at the end of the year amounted to £nil (2024 - £11,130).

14. Post Balance Sheet Events

On 2 April 2026, the company issued 66 Ordinary shares of £0.0001 each at par.

15. Controlling Parties

The company is under the control of its shareholders. There is no ultimate controlling party.

16. Audit Information

The auditor's report on the accounts of PACT Earth Ltd for the year ended 31 December 2025 was unqualified.

The auditor's report was signed by Adam Smith (Senior Statutory Auditor) for and on behalf of PEM Audit Limited , Statutory Auditor.

PEM Audit Limited

Statutory Auditor

Salisbury House

Station Road

Cambridge

CB1 2LA

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Directors	Dr Yudi Ding
	Mr Joy Faucher
	Mr Daniel Peter Fitzgerald

Company Number	12316408

Registered Office	Unit 18-21 Evolution Business Park Milton Road
	Impington
	Cambridge
	CB24 9NG

Auditors	PEM Audit Limited
	Statutory Auditor
	Salisbury House
	Station Road
	Cambridge
	CB1 2LA