iso4217:GBP
xbrli:pure
xbrli:shares
iso4217:GBP
xbrli:shares
SC581311
2025-12-31
SC581311
2024-12-31
SC581311
2025-01-01
2025-12-31
SC581311
2024-01-01
2024-12-31
SC581311
bus:Director2
2025-01-01
2025-12-31
SC581311
bus:Director3
2025-01-01
2025-12-31
SC581311
bus:Director1
2025-01-01
2025-12-31
SC581311
bus:Director5
2025-01-01
2025-12-31
SC581311
bus:Director4
2025-01-01
2025-12-31
SC581311
bus:SmallEntities
2025-01-01
2025-12-31
SC581311
bus:AuditExempt-NoAccountantsReport
2025-01-01
2025-12-31
SC581311
bus:FilletedAccounts
2025-01-01
2025-12-31
SC581311
bus:Director1
2025-01-01
2025-12-31
SC581311
2025-01-01
2025-12-31
SC581311
bus:PrivateLimitedCompanyLtd
2025-01-01
2025-12-31
Registration Number SC581311 (Scotland)
Filleted Unaudited Financial Statements
for the year ended 31 December 2025
(Registration Number SC581311)
Filleted Financial Statements for the year ended 31 December 2025
Tangible assets
3
3,758
9,159
Investments
4
2,591,862
2,591,862
Debtors: Amounts falling due within one year
5
669,599
337,970
Cash at bank and in hand
120,075
3,465,536
Creditors: amounts falling due within one year
6
193,762
450,118
Net current assets
595,912
3,353,388
Total assets less current liabilities
3,191,532
5,954,409
Net assets
3,191,532
5,954,409
Called up share capital
8
589
589
Share premium account
8
13,854,249
13,854,249
Profit and loss account
(10,663,306)
(7,900,429)
Shareholders' funds
3,191,532
5,954,409
This financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006. In accordance with section 444 of the Companies Act 2006, a statement of comprehensive income has not been delivered.
For the 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 accounts for the year ended 31 December 2025 in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of the financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 1 September 2026, and are signed on behalf of the board by:
_______________________
_______________________
Dr C J Wareing
C E Lewis La Torre
The notes on pages 2 to 8 form part of these financial statements.
(Registration Number SC581311)
Filleted Financial Statements for the year ended 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
1. Summary of significant accounting policies
1.1 General information and basis of preparation
Cumulus Oncology Limited is a private company limited by shares, registered in Scotland. The address of the registered office and registration number are as below:
These financial statements have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) and the Companies Act 2006.
These financial statements have been prepared on the historical cost basis.
The financial statements are prepared in sterling (£) which is the functional currency of the company and rounded to the nearest £.
The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.
The company is in its early growth phase. During this stage of its lifecycle, as is common with companies of a similar nature, the company will continue to rely on further investment to fund its activities. After the reporting date the company raised £2,026,000 (gross proceeds) with the continuing support for existing investors, which provides funding for the foreseeable future. Thus the directors have adopted the going concern basis of accounting in preparing the financial statements.
1.4 Turnover and other income
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:
When the outcome of a transaction can be estimated reliably, turnover from rendering of services is recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to service transactions.
Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable.
Interest and dividends receivable
Interest income is recognised using the effective interest method and dividend income is recognised as the company's right to receive payment is established.
(Registration Number SC581311)
Filleted Financial Statements for the year ended 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
1.5 Research and development
Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:
•
it is technically feasible to complete the intangible asset so that it will be available for use or sale; and
•
there is the intention to complete the intangible asset and use or sell it; and
•
there is the ability to use or sell the intangible asset; and
•
the use or sale of the intangible asset will generate probable future economic benefits; and
•
there are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and
•
the expenditure attributable to the intangible asset during its development can be measured reliably.
Expenditure that does not meet the above criteria is expensed as incurred.
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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 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.
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
1.9 Tangible fixed assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.
Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:
Asset class
Useful life / depreciation rate
Computer equipment
Over 3 years
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
(Registration Number SC581311)
Filleted Financial Statements for the year ended 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
Investments in subsidiaries accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the subsidiary arising before or after the date of acquisition.
1.11 Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
1.12 Debtors and creditors receivable / payable within one year
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.
1.13 Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial assets, which include cash, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Basic financial liabilities, which include other creditors, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
At each reporting date the company assesses whether there is objective evidence that any financial asset has been impaired. A provision for impairment is established where there is objective evidence that the company will not be able to collect all amounts due. The amount of the provision is recognised immediately in the profit or loss.
1.14 Employee benefits - defined contribution plan
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
(Registration Number SC581311)
Filleted Financial Statements for the year ended 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
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.
Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.
Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.
Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.
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.
The average number of employees, including directors, during the year was 15 (2024: 20).
Balances at year end and movements for the year
At 01 January 2025
22,983
At 31 December 2025
21,809
At 01 January 2025
(13,824)
Charge for the year
(4,679)
Eliminated on disposals
452
At 31 December 2025
(18,051)
At 31 December 2025
3,758
(Registration Number SC581311)
Filleted Financial Statements for the year ended 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
Shares in group undertakings
£
At 01 January 2025 and 31 December 2025
2,591,885
At 31 December 2024
2,591,862
At 31 December 2025
2,591,862
The company owns 74.22% of the share capital of Nodus Oncology Limited, a company with a registered address 61 Dublin Street, Edinburgh, Midlothian, Scotland, EH3 6NL.
The company owns 100% of the share capital of Gio Therapeutics AG. The registered address of Gio Therapeutics AG is Innovation Park, Basel Area AG, Lichtstrasse 35 , 4056, Basel, Switzerland.
Amounts falling due within one year
Other debtors
582,177
238,823
Prepayments and accrued income
63,124
52,638
Amounts owed by group undertakings
24,298
46,509
6. Creditors: amounts falling due within one year
Trade creditors
111,778
101,242
Other creditors
257
13,747
Social security and other taxes
42,067
83,746
Accruals and deferred income
39,660
251,383
Factors affecting the tax charge
There is an unrecognised deferred tax asset of £2,004,837 (2024: £1,598,990). This arises mostly as a result of losses carried forward. Losses can only be offset against future profits, which cannot be determined with certainty.
(Registration Number SC581311)
Filleted Financial Statements for the year ended 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
8. Called up share capital
Allotted, called up and fully paid
2025
Number
2025
£
2024
Number
2024
£
Ordinary shares of £0.01 each
27,179
272
27,179
272
Class A ordinary shares of £0.01 each
7,850
79
7,850
79
Deferred shares of £0.01 each
215
2
215
2
Preferred ordinary shares of £0.01 each
23,698
237
23,698
237
Deferred ordinary shares do not carry voting rights and do not participate in dividends, capital distributions or distributions on a winding up. The shares are not redeemable.
Further details of the rights and restrictions attaching to each class of share are set out in the company's Articles of Association.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
0
Weighted average exercise price in £
2025
Options
2025
Weighted average exercise price in £
2024
Options
2024
Outstanding at the beginning of the period
73
5,266
49
2,137
Granted during the period
81
350
81
3,875
Forfeited during the period
(73)
(1,471)
(70)
(746)
Outstanding at the end of the period
71
4,145
73
5,266
The total expense recognised during the year in respect of equity settled share based payments is £33,819 (2024 : £11,931).
On 31 December 2025, the following options were in place over shares in Cumulus Oncology Limited:
The estimated fair values were calculated by applying the Black-Scholes pricing Model. The model inputs were:
Exercise price
£7.29 - £81.41
£7.29 - £81.41
Expected volatility
70%
70%
Expected life
5 - 6 years
5 - 6 years
Risk free interest rate
0.80% - 4.7%
0.80% - 4.7%
Dividend yield
0.00%
0.00%
(Registration Number SC581311)
Filleted Financial Statements for the year ended 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
10. Related party transactions
Information about related party transactions and outstanding balances is outlined below:
Management charge
£
Trade and other debtors
£
At 31 December 2024
413,719
45,134
At 31 December 2025
221,400
22,340
The company owns 74.22% of the share capital of Nodus Oncology Limited, a company registered in Scotland.
The company owns 100% of the share capital of Gio Therapeutics AG, a company registered in Switzerland.
The company has chosen to take advantage of the exemption under FRS 102 section 1A, paragraph 1AC.35; not to disclose related party transactions with wholly owned subsidiaries.
11. Events after the reporting period
On 6 February 2026, the company issued 5,336 preferred ordinary shares of £0.01 each for a consideration of £379.73 per share. The share premium recognised on issue was £1,948,130.
In the opinion of the directors the company has no ultimate controlling party.
Appendix - Additional XBRL Tags and Values
Accounting standards applied
Accounts status, audited or unaudited
Average number of employees during the period
Average number of employees during the period
Date of authorisation of financial statements for issue
Director signing Directors' Report
Director signing financial statements
End date for period covered by report
Entity current legal or registered name
Entity is dormant [true/false]
Name of production software
Start date for period covered by report
UK Companies House registered number
Version of production software