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Registered number: 11429590 CARISTO DIAGNOSTICS LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2025
CARISTO DIAGNOSTICS LIMITED REGISTERED NUMBER: 11429590 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 81,069 |  | 101,414
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 3,867,206 |  | 2,516,250 |
Cash at bank and in hand | 7 | 3,111,351 |  | 6,077,602 |
|  | 6,978,557 |  | 8,593,852 |
Creditors: amounts falling due within one year | 8 | (4,672,831) |  | (1,330,307) |
Net current assets |  |  | 2,305,726 |  | 7,263,545
Total assets less current liabilities |  |  | 2,386,795 |  | 7,364,959
Creditors: amounts falling due after more than one year | 9 |  | - |  | (186,267)
Net assets |  |  | 2,386,795 |  | 7,178,692
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 543 |  | 544
Share premium account |  |  | 23,571,299 |  | 23,571,299
Other reserves |  |  | 601,422 |  | 763,828
Profit and loss account |  |  | (21,786,469) |  | (17,156,979)
|  |  | 2,386,795 |  | 7,178,692
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 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 by:
S Deitsch
Director
Date: 31 July 2026
The notes on pages 2 to 12 form part of these financial statements. Page 1
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Caristo Diagnostics Limited is a private company, limited by share capital and incorporated in England and Wales. The address of its registered office is New Barclay House, Botley Road, Oxford, England, OX2 0HP. The principal activity of the Company is that of the research and development of cardiovascular risk prediction and prevention. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The 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. Enter text here - user input The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis. The Directors have considered the Company’s financial position and its ability to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. The Directors have prepared cash flow forecasts which indicate that the Company will have adequate resources to continue in operational existence for the foreseeable future. These forecasts are supported by the £7,500,000 received in May 2026, as disclosed in note 15. Accordingly, the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis. Page 2
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
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 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'.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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: 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 Company 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. Page 3
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Research and development
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.
| 2.7 | Government grants
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 Statement of Comprehensive Income in the same period as the related expenditure.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
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.
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan 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. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 4
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. Cash-settled share options are measured at fair value, with a liability recognised over the vesting period based on the number of awards expected to vest. The liability is remeasured at each reporting date until settlement, with changes recognised in profit or loss.
| 2.12 | Taxation
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.
| 2.13 | Tangible fixed assets
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. Page 5
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets (continued)
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:
|  |  |  | Long-term leasehold property | - | 20% |
|  |  |  | Office equipment | - | 33% |
|  |  |  | Computer equipment | - | 33% |
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.
| 2.14 | Debtors
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.
| 2.15 | Cash and cash equivalents
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.
| 2.16 | Creditors
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.
| 2.17 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Page 6
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
3. | Employees
| The average monthly number of employees, including the directors, during the year was 46 (2024: 42).
Page 7
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Tangible fixed assets
|  | Long-term leasehold property | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 32,119 | 38,501 | 75,693 | 146,313
| Additions | - | - | 26,597 | 26,597
| At 31 December 2025 | 32,119 | 38,501 | 102,290 | 172,910
| Depreciation |  |  |  |
| At 1 January 2025 | 2,141 | 3,167 | 39,591 | 44,899
| Charge for the year | 6,424 | 12,834 | 27,684 | 46,942
| At 31 December 2025 | 8,565 | 16,001 | 67,275 | 91,841
| Net book value |  |  |  |
| At 31 December 2025 | 23,554 | 22,500 | 35,015 | 81,069
| At 31 December 2024 | 29,978 | 35,334 | 36,102 | 101,414
5. | Fixed asset investments
The Company has no investments other than Caristo Diagnostics Inc., which was incorporated in February 2023 and is registered in the United States of America. The Company owns 1,000 ordinary shares of £0.08 each, representing 100% ownership. Page 8
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 156,297 | 122,205
| Amounts owed by group undertakings | 2,486,647 | 688,773
| Other debtors | 254,941 | 262,137
| Prepayments and accrued income | 182,291 | 426,386
| Tax recoverable | 787,030 | 1,016,749
|  | 3,867,206 | 2,516,250
| Amounts owed by group undertakings are repayable on demand, unsecured and non-interest bearing.
7. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 3,111,351 | 6,077,602
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 260,214 | 221,554
| Other taxation and social security | 110,288 | 167,198
| Other creditors | 1 | 3,533
| Accruals and deferred income | 960,523 | 938,022
| Convertible loan notes | 3,341,805 | -
|  | 4,672,831 | 1,330,307
| During the year ended 31 December 2025, the Company issued £3,150,000 of non-interest bearing, unsecured convertible loan notes to third-party investors. The loan notes automatically convert into a variable number of shares on the occurrence of a qualifying funding round, a change in control, or at the maturity date of 30 November 2026. Under the terms of the loan note agreement, additional convertible loan notes amounting to £7,500,000 will be issued on substantially the same terms as the existing notes prior to the maturity date. As disclosed in note 15, this amount was received in full post year end. During the year ended 31 December 2024, the Company issued £184,778 of convertible loan notes to third-party investors. The notes automatically convert into a variable number of shares on a qualifying funding round or change in control, or otherwise are repayable, together with accrued interest, at maturity in September 2026. Interest accrues on £110,867 of the loan notes at a compound annual rate of 5%. The loan notes are measured at fair value through profit or loss.
Page 9
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Convertible loan notes | - | 186,267
| See note 8 for the terms of the convertible loan notes.
10. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 477,120 (2024 - 477,120) Ordinary shares of £0.001 each | 477 | 477
|  | 27,648 (2024 - 27,648) G Ordinary shares of £0.001 each | 28 | 28
|  | 37,972 (2024- 38,856) G1 Ordinary shares of £0.001 each | 38 | 39
|  |  | 543 | 544
| During the year, 884 shares were re-designated from G1 ordinary shares to deferred shares, and are included within other creditors as at 31 December 2025.
Page 10
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Share-based payments
| During the year, 800 unapproved options were granted (2024: 3,564). Included within the year ended 31 December 2025 is an amount of £85,876 (2024: £95,330) as an estimation of the share-based payment charge in respect of all share options still in issue.
| The number and weighted average exercised price of share options during the year are as follows:
|  | Weighted average exercise price (pence) 2025 | Number 2025 | Weighted average exercise price (pence) 2024 | Number 2024
| Outstanding at the beginning of the year | 1,482.67 | 10,939 | 1,254.10 | 7,375
| Granted during the year | 3,078.00 | 800 | 1,955.64 | 3,564
| Outstanding at the end of the year | 1,591.30 | 11,739 | 1,482.67 | 10,939
| The fair value of the 800 options issued in the year (2024: 3,564) was estimated using a pricing model which takes into account the conditions under which exercise of the options would be permitted, plus the following parameters:
|  |  |  |  | 2025 | 2024
| Option pricing model used | Black-scholes | Black-scholes
| Weighted average share price (pence) | 7,412.00 | 7,696.00
| Exercise price (pence) | 3,078.00 | 1,955.64
| Weighted average contractual life (years) | 10 | 10
| Expected volatility | 50% | 50%
| Risk-free interest rate | 4.5% | 4.5%
| During the year ended 31 December 2024, 66,254 growth shares with an exercise price of £4.66 were issued. The growth shares are classified as equity instruments and are subject to vesting and performance conditions, including business performance targets. They carry specific rights to distributions on a return of capital or liquidation and become exercisable only on the occurrence of an exit event (being a sale, asset sale or initial public offering). The shares vest in tranches and the associated expense is recognised over the relevant vesting periods.
12. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and in the year ended 31 December 2025 amounted to £137,252 (2024: £114,805). At 31 December 2025, contributions totalling £Nil (2024: £3,533) were payable to the fund and are included in creditors. Page 11
CARISTO DIAGNOSTICS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Commitments under operating leases
| 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
|  |  |  |  | £ | £
| Not later than 1 year | 48,281 | 78,690
|  | 48,281 | 78,690
14. | Related party transactions
| During the year ended 31 December 2025, the Company made purchases of £57,758 (2024: £25,259) from Mirror Health, Inc., a company with a common Director to Caristo Diagnostics Limited. At 31 December 2025, the Company owed £Nil (2024: £139) to Mirror Health, Inc. As at 31 December 2025, Mirror Health is no longer a related party following the resignation of the common Director from Caristo Diagnostics Limited. During the year ended 31 December 2025, the Company made purchases of £112,654 (2024: £130,643) from Oxford University Innovation, which also has a service agreement with another company owned by a Director of Caristo Diagnostics Limited and is a subsidiary of University of Oxford, a shareholder of the Company. During the year ended 31 December 2025, the Company made purchases of £17,677 (2024: £Nil) from CA Medical Consultancy Ltd, a company with a common Director to Caristo Diagnostics Limited. During the year ended 31 December 2025, the Company made purchases of £1,950 (2024: £Nil) from Cardiox Limited, a company with a common Director to Caristo Diagnostics Limited.
15. | Post balance sheet events
Subsequent to the year end, in May 2026, the Company issued additional convertible loan notes and received proceeds of £7,500,000 under the existing convertible loan note agreement detailed in note 8. The transaction is a non-adjusting post balance sheet event and has therefore not been recognised in these financial statements.
16. | Controlling party
The Company is controlled by the Directors.
17. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 31 July 2026 by Sue Staunton MA FCA CF (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.
Page 12