Nodus Oncology Limited Financials - SC658917

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 2 September 2026, and are signed on behalf of the board by:

_______________________

Dr C J Wareing

J M Brown

The notes on pages 7 to 11 form part of these financial statements.

Nodus Oncology Limited

(Registration Number SC658917)

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

Nodus 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 compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' 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 early research and development 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. The company raised £1.8m (gross proceeds) in December 2023 and the Directors have a reasonable expectation that further capital will be raised when required for the company to continue in operational existence for the foreseeable future. Thus, they have adopted the going concern basis of accounting in preparing the financial statements.

1.4 Research and development

Research and development expenditure is written off in the year in which it is incurred, except where expenditure is made on a clearly defined project with reasonable certainty as to its technical feasibility and ultimate commercial viability. Where this is the case, these costs will be capitalised and amortised over a defined period.

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.

Nodus Oncology Limited

(Registration Number SC658917)

Filleted Financial Statements for the year ended 31 December 2025

Notes to the Financial Statements

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.

1.7 Foreign currency

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.

1.8 Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

Amortisation is charged once an intangible asset comes into use.

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

1.10 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.

1.11 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.

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Derivative financial instruments are initially measured at fair value at the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss. The fair value is determined by publicly available market rates.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Nodus Oncology Limited

(Registration Number SC658917)

Filleted Financial Statements for the year ended 31 December 2025

Notes to the Financial Statements

1.12 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.

The average number of persons employed by the company during the year amounted to 2 (2024: 2).

3. Intangible fixed assets

Reconciliation of changes in intangible assets

Development rights £

At 01 January 2025

447,307

At 31 December 2025

447,307

At 01 January 2025 and 31 December 2025

At 01 January 2025

447,307

At 31 December 2025

447,307

Nodus Oncology Limited

(Registration Number SC658917)

Filleted Financial Statements for the year ended 31 December 2025

Notes to the Financial Statements

Movement in investments

Shares in group undertaking £

At 01 January 2025

4,662

At 31 December 2025

4,662

At 01 January 2025 and 31 December 2025

At 31 December 2024

4,662

At 31 December 2025

4,662

The company owns 100% of the share capital of Nodus Oncology Aps, a company registered in Denmark. The entity did not trade in the period to 31 December 2025. Post year-end the management of Nodus Oncology Aps decided to close down the company as a solvent company by statement of discharge. A value of £4,440 was received for the investment post year-end.

Amounts falling due within one year

Other debtors

211,259

145,939

Prepayments and accrued income

22,064

3,373

Amounts owed by undertakings

11,813

7,248

6. Creditors: amounts falling due within one year

Creditors: amounts falling due within one year comprise:

Trade creditors

28,962

20,377

Other creditors

140

Social security and other taxes

413

1,568

Accruals and deferred income

15,575

26,494

Amounts owed to group undertakings

22,340

45,134

Factors affecting the tax charge

There is an unrecognised deferred tax asset in respect of losses carried forward of £533,119 (2024: £453,315). Its recoverability is dependent upon future profits arising, the likelihood of which cannot at this stage be determined with reasonable certainty.

Nodus Oncology Limited

(Registration Number SC658917)

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

40,192

402

40,192

402

Ordinary A1 shares of £0.01 each

28,515

285

28,515

285

Ordinary A2 shares of £0.01 each

11,246

113

11,246

113

79,953

800

79,953

800

Each share is entitled to share equally in dividend payments or any other distribution, including a distribution arising from a winding up of the company.

9. Related party transactions

Information about related party transactions and outstanding balances is outlined below:

Management charges £

Research charges £

Trade and other payables £

Cumulus Oncology Limited

At 31 December 2024

413,719

(45,134)

At 31 December 2025

221,400

(22,340)

Lead Discovery Center GmbH

At 31 December 2024

397,949

(6,151)

At 31 December 2025

56,643

(873)

Cumulus Oncology Limited, a company registered in Scotland, owns 74.22% of the share capital of Nodus Oncology Limited.

Lead Discovery Center GmbH is a company where Dr B M Klebl is also a director.

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.

10. Events after the end of the period

Post year-end the management of Nodus Oncology Aps decided to close down the company as a solvent company by statement of discharge. A value of £4,440 was received for the investment post year-end.

Subsequent to the year end the Board approved the sale of an intangible asset to a minority shareholder for consideration of £574,000, resulting in a gain on disposal of £574,000. By way of consideration in connection with this agreement, the minority shareholder has agreed to sell, and Nodus Oncology Limited has agreed to repurchase, the minority shareholder's equity interest in the company under a share buyback agreement for £574,000. A Conditional Payment Agreement has also been entered whereby a further contingent payment of £173,000 will become payable to the minority shareholder if Nodus Oncology Limited disposes of an intangible asset for proceeds exceeding £3.1 million at some point in the future.