For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

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

Regulatory Genome Development Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Box 112 23 King Street, Cambridge, United Kingdom, CB1 1AH.

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.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

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:

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.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

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.

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.

Convertible loan notes

Convertible loan notes are recognised as financial liabilities at the proceeds received, net of directly attributable issue costs, and subsequently measured at amortised cost using the effective interest method. Accrued interest is recognised within finance costs. The liability is derecognised upon conversion into equity or settlement.

Advance subscription agreements

Amounts received under Advance Subscription Agreements are recognised within equity where the agreements represent subscriptions for the Company's own equity instruments and do not give rise to a contractual obligation to deliver cash other than in the event of insolvency.

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, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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 if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

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

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company’s estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.

Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.

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 leases asset are consumed.

Employee benefit trust

The Company operates an Employee Benefit Trust in connection with its employee share schemes. Shares in the Company held by the trust are recognised at cost as a deduction from equity.

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

The Company has issued unsecured convertible loan notes to investors which are convertible into ordinary shares upon the occurrence of specified conversion events in accordance with the terms of the loan note instruments. At 31 December 2025, convertible loan notes with a principal balance of £9,999,960 (2024: £8,099,969) together with accrued interest of £770,771 (2024: £396,622) were recognised within creditors.

During the year, the Company entered into Advance Subscription Agreements with investors under which subscriptions totalling £674,973 (2024: £Nil) were received.

Under the terms of the agreements, the subscriptions will convert into ordinary shares upon the occurrence of specified qualifying events. The agreements do not give rise to a contractual obligation for the Company to repay cash other than in limited insolvency circumstances and have therefore been recognised within equity at 31 December 2025.

The Company operates equity-settled share option arrangements for employees and certain other service providers. Options are granted over ordinary shares in the Company and are subject to the terms and conditions of the relevant option agreements.

The Company has established the RGDL Employee Benefit Trust to assist in satisfying the exercise of share options through the transfer of shares held by the trustee.

The share-based payment charge recognised in the profit and loss account for the year amounted to £18,819 (2024: £17,930), with a corresponding credit recognised within equity.

The Company has established the RGDL Employee Benefit Trust ("EBT") to facilitate the operation of the Company’s employee share incentive arrangements. The EBT holds ordinary shares in the Company for the purpose of satisfying awards under the Company’s employee share schemes.

The EBT is accounted for as an extension of the Company. At 31 December 2025, the cost of shares held by the EBT was £81,398 (2024: £81,398), which is recognised as a deduction from equity.

Following the reporting date, the Company completed a qualifying funding round under which all outstanding Convertible Loan Notes, including accrued interest, and all outstanding Advance Subscription Agreements converted into ordinary shares in accordance with the terms of the respective agreements.

During the preparation of the financial statements for the year ended 31 December 2025, the directors identified errors in the previously issued financial statements for the year ended 31 December 2024. The comparative figures have therefore been restated in accordance with Section 10 of FRS 102.

This adjustment was as a result of reviewing the revenue recognition of the contracts and adjusting to spread respectively over the life time of that contract and in line with the delivery.

A review of the fixed asset register identified assets that were no longer in use together with errors in the classification of certain assets. Comparative figures have been adjusted to derecognise obsolete assets and correct the classification of assets.

The comparative financial statements did not recognise the Research and Development tax credit receivable relating to the 2024 financial year. The comparative figures have therefore been restated to recognise the tax credit in the period to which it relates.

Foreign exchange balances were recalculated following the above adjustments, resulting in a consequential adjustment to foreign exchange gains and losses.

The cost of shares held by the Employee Benefit Trust was previously deducted from the share premium account. The comparative figures have been restated to present the cost of these shares separately as a deduction from equity. This reclassification has no effect on total equity or the loss for the financial year.