Mologic LTD. - Accounts to registrar (filleted)

MOLOGIC LTD.

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30TH JUNE 2026

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Accountants' Report

14

DIRECTORS:

Dr J R Fitchett

Dr H W Sherwin

Dr M A Street-Docherty

REGISTERED OFFICE:

Bedford Technology Park

Thurleigh

Bedford

Bedfordshire

MK44 2YA

REGISTERED NUMBER:

04784437 (England and Wales)

ACCOUNTANTS:

HW Bedford Limited

Trading as Haines Watts

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

FIXED ASSETS

Tangible assets

4

143,004

324,488

Investments

5

1

143,005

324,489

CURRENT ASSETS

Stocks

9,648

142,681

Debtors

6

981,585

1,574,987

Cash at bank and in hand

286,412

168,327

1,277,645

1,885,995

CREDITORS

Amounts falling due within one year

7

1,134,903

953,833

NET CURRENT ASSETS

142,742

932,162

TOTAL ASSETS LESS CURRENT
LIABILITIES

285,747

1,256,651

CAPITAL AND RESERVES

Called up share capital

10

20,178

Share premium

6,894,005

Capital contribution reserve

2,078,077

Retained earnings

(8,706,513

)

(7,735,609

)

SHAREHOLDERS' FUNDS

285,747

1,256,651

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30th June 2026.

The members have not required the company to obtain an audit of its financial statements for the year ended 30th June 2026 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 Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 24th August 2026 and were signed on its behalf by:

Dr M A Street-Docherty - Director

1.	STATUTORY INFORMATION

Mologic LTD. 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 financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

Preparation of consolidated financial statements

The financial statements contain information about Mologic LTD. 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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer;

- the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of turnover can be measured reliably;

- it is probable that the company 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

Turnover 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 turnover can be measured reliably;

- it is probable the 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.

Contract income

Turnover is recognised based on work performed in accordance with signed contracts.

Grant income

Income is recognised so as to match with the related expenses. Where grants are received in advance of the related expenses, they are recognised in accruals and deferred income on the balance sheet.

Tangible fixed assets

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

Short leasehold

-

straight line over lease term

Motor Vehicles

-

20% on reducing balance

Laboratory equipment

-

10% on cost

Fixtures and fittings

-

5% on cost

Other laboratory equipment

-

20% on reducing balance

Office equipment

-

33.3% on cost

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 location and conditional necessary for it to be capable of operating the matter intended by management.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Cash in transit is treated as cash and cash equivalent on transaction date.

Share capital

Ordinary shares are classified as equity.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets a liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently, at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of trade debt deferred beyond normal business terms or financed at a rate of interest that is not market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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

Expenditure on research and development is written off in the year in which it is incurred.

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.

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.

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.

Going concern

The financial statements have been prepared on a going concern basis. In making this assessment, the directors have considered the adequacy of the company's financial resources at the time of approving the financial statements, the level of customer demand, and the cost base of the company, covering a period of at least twelve months from the date of approval of these financial statements.

The company incurred a loss after tax of £970,904 (2025: loss of £2,702,571). The trading losses reported are consistent with the company's business plan following the commencement of a profit improvement programme.

The directors have considered the company's trading outlook, including existing customer contracts, new business development activity, and the availability of grant funding and the company's track record in securing it, alongside steps taken to further align the cost base, to enable the company to meet its forecast liabilities as they fall due.

On this basis, the directors are satisfied that the company has access to sufficient resources to continue to meet its forecast operating liabilities as they fall due at least twelve months from the date of approval of these financial statements.

Deferred consideration due to certain investors - material uncertainty

Separately from the company's operating liabilities, certain investors hold a right to be paid deferred consideration of £3,528,700 which becomes due and payable on a longstop date of the earlier of 9th July 2027 and the date of any sale.

The company's operating cash flow forecasts do not, on their own, provide for repayment of this amount in full on that date. The directors have therefore considered the implications of this obligation separately from, and in addition to, the operational assessment set out above.

The directors have identified the following possible outcomes in relation to this obligation:

1. the relevant investors could formally demand repayment in full at or before the longstop date;

2. the relevant investors could agree to extend, restructure, or otherwise defer the timing of repayment; or

3. the matter could be resolved through a sale of the company, which the directors consider would be likely to preserve the company's operations on a basis similar to the present, given that a purchaser would be expected to acquire the company as a continuing operating business rather than pursue a wind-down.

The directors do not consider it likely that the relevant investors would seek to enforce this right in a manner that would place the company into formal insolvency proceedings, on the basis that:

- the company would not have sufficient resources to meet the obligation in full from its own operating cash flows;

- forcing the company into insolvency would be highly unlikely to result in any recovery for the relevant investors in respect of this amount

However, the directors acknowledge that:

- there is no current binding agreement (such as a standstill, waiver, or forbearance agreement) with the relevant investors confirming that the right will not be exercised or enforced within the next twelve months;

- there is no certainty that a sale of the company will occur, nor, if it does occur, that it will complete within twelve months of the date of approval of these financial statements; and

- accordingly, the ultimate resolution of this matter remains outside the company's control.

These factors represent a material uncertainty which may cast significant doubt on the company's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the company were unable to continue as a going concern.

Directors' conclusion

Notwithstanding this material uncertainty, having weighed the operational position of the company against the matters described above, the directors consider that the going concern basis of preparation remains appropriate, and have therefore continued to adopt the going concern basis in preparing these financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 45 (2025 - 60 ) .

4.	TANGIBLE FIXED ASSETS

Short

Motor

Laboratory

leasehold

Vehicles

equipment

£

COST

At 1st July 2025

515,814

11,918

1,417,413

Additions

6,955

-

8,952

Disposals

-

(11,918

)

(49,686

)

At 30th June 2026

522,769

-

1,376,679

DEPRECIATION

At 1st July 2025

449,166

1,589

1,195,607

Charge for year

22,211

-

169,939

Eliminated on disposal

-

(1,589

)

(49,137

)

At 30th June 2026

471,377

-

1,316,409

NET BOOK VALUE

At 30th June 2026

51,392

-

60,270

At 30th June 2025

66,648

10,329

221,806

Fixtures

Other

and

laboratory

Office

fittings

equipment

Totals

£

COST

At 1st July 2025

58,272

2,454,972

98,585

4,556,974

Additions

-

19,410

35,317

Disposals

-

(1,963

)

-

(63,567

)

At 30th June 2026

58,272

2,453,009

117,995

4,528,724

DEPRECIATION

At 1st July 2025

51,005

2,454,972

80,147

4,232,486

Charge for year

1,912

-

11,861

205,923

Eliminated on disposal

-

(1,963

)

-

(52,689

)

At 30th June 2026

52,917

2,453,009

92,008

4,385,720

NET BOOK VALUE

At 30th June 2026

5,355

-

25,987

143,004

At 30th June 2025

7,267

-

18,438

324,488

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1st July 2025

and 30th June 2026

1,296,236

PROVISIONS

At 1st July 2025

and 30th June 2026

1,296,235

NET BOOK VALUE

At 30th June 2026

1

At 30th June 2025

1

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

Mologic Inc

Registered office: 19 Cortland Drive Hudson, MA 01749

Nature of business: Research and development on biotechnology

%

Class of shares:

holding

Ordinary

100.00

Mologic Inc has commenced the process of being struck off at the Secretary of the Commonwealth of Massachusetts, Corporation Division. In view of the impending closure and the resulting uncertainty over recoverability, a provision has been raised against the full investment balance.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

Trade debtors

293,011

248,415

Doubtful debt provision

(404

)

(404

)

Other debtors

201,453

172,688

Tax

206,979

592,669

VAT

-

5,973

Prepayments and accrued income

280,546

555,646

981,585

1,574,987

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

Trade creditors

74,121

391,596

Amounts owed to group undertakings

415,655

-

Social security and other taxes

62,678

79,005

VAT

17,947

-

Other creditors

30,338

5,868

Accruals and deferred income

534,164

477,364

1,134,903

953,833

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2026

2025

£

Within one year

434,191

Between one and five years

612,236

1,044,050

1,046,427

1,478,241

9.	SECURED DEBTS

The following secured debts are included within creditors:

2026

2025

£

Rent deposit

125,361

Millennium Studios Limited have registered a charge over the rent deposit.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

257,572

Ordinary shares

0.01

2,556

476,190

Ordinary A shares

0.01

4,762

439,350

Ordinary AA shares

0.01

4,394

731,500

Ordinary B shares

0.01

622

52,910

Ordinary D shares

0.01

7,315

62,231

Ordinary AB Shares

0.01

529

20,178

11.	RELATED PARTY DISCLOSURES

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.

12.	ULTIMATE PARENT COMPANY

Global Access Health, a Company registered in the United Kingdom, is regarded by the directors as being the Company's ultimate parent Company.

The financial statements are consolidated within the consolidated financial statements of Global Access Health. The consolidated accounts can be obtained from the head office, building 109 Bedford Technology Park, Thurleigh, Bedford, Bedfordshire, United Kingdom, MK 44 2YA.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Statement of Comprehensive Income and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Mologic LTD. for the year ended 30th June 2026 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Mologic LTD., as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Mologic LTD. and state those matters that we have agreed to state to the Board of Directors of Mologic LTD., as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Mologic LTD. and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Mologic LTD. has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Mologic LTD.. You consider that Mologic LTD. is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Mologic LTD.. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

HW Bedford Limited

Trading as Haines Watts

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

24th August 2026