Company registration number 14714531 (England and Wales)
ENSOCELL LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
PAGES FOR FILING WITH REGISTRAR
ENSOCELL LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
ENSOCELL LIMITED
BALANCE SHEET
AS AT
31 MARCH 2026
31 March 2026
- 1 -
2026
2025
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
4
655,421
428,241
Current assets
Debtors
5
4,297,643
1,722,632
Cash at bank and in hand
6,759,399
6,581,807
11,057,042
8,304,439
Creditors: amounts falling due within one year
6
(715,364)
(125,577)
Net current assets
10,341,678
8,178,862
Total assets less current liabilities
10,997,099
8,607,103
Creditors: amounts falling due after more than one year
7
(8,129,730)
(93,825)
Net assets
2,867,369
8,513,278
Capital and reserves
Called up share capital
478
470
Share premium account
12,999,654
12,999,653
Other reserves
33,276
-
0
Profit and loss reserves
(10,166,039)
(4,486,845)
Total equity
2,867,369
8,513,278
ENSOCELL LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2026
31 March 2026
- 2 -

For the financial year ended 31 March 2026 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

The financial statements were approved by the board of directors and authorised for issue on 13 September 2026 and are signed on its behalf by:
L Murray
Director
Company registration number 14714531 (England and Wales)
ENSOCELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 3 -
1
Accounting policies
Company information

Ensocell Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Eddeva Building, B920, Babraham Research Campus, Cambridge, England, CB22 3AT.

1.1
Basis of preparation

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The current financial year covers the 12-month period ended 31 March 2026. The comparative figures cover the 6-month period ended 31 March 2025 following a change in the company's accounting reference date.

 

Accordingly, the comparative figures are not directly comparable with those for the current year.

1.2
Going concern

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.

1.3
Tangible fixed assets

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:

Leasehold improvements
20% straight line
Lab equipment
20% straight line
Equipment
20% straight line

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.

1.4
Impairment of fixed assets

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.

1.5
Cash and cash equivalents

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.

ENSOCELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 4 -
1.6
Financial instruments

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

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.

Classification of 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 deducting all of its liabilities.

Basic financial 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.

1.7
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

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

ENSOCELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 5 -
Current 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.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

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

1.12
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an appropriate valuation technique. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.13
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

ENSOCELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 6 -
1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2026
2025
Number
Number
Total
15
7
4
Tangible fixed assets
Land and buildings
Lab equipment
Equipment
Total
£
£
£
£
Cost
At 1 April 2025
13,718
609,975
59,330
683,023
Additions
-
0
356,528
27,181
383,709
Disposals
-
0
(3,765)
(2,336)
(6,101)
At 31 March 2026
13,718
962,738
84,175
1,060,631
Depreciation and impairment
At 1 April 2025
6,631
223,744
24,407
254,782
Depreciation charged in the year
2,744
135,189
14,331
152,264
Eliminated in respect of disposals
-
0
(1,075)
(761)
(1,836)
At 31 March 2026
9,375
357,858
37,977
405,210
Carrying amount
At 31 March 2026
4,343
604,880
46,198
655,421
At 31 March 2025
7,087
386,231
34,923
428,241
ENSOCELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 7 -
5
Debtors
2026
2025
Amounts falling due within one year:
£
£
Corporation tax recoverable
876,873
260,412
Amounts owed by group undertakings
2,726,874
1,268,658
Other debtors
693,896
193,562
4,297,643
1,722,632
6
Creditors: amounts falling due within one year
2026
2025
£
£
Obligations under finance leases
59,258
59,258
Trade creditors
540,330
13,329
Other creditors
10,852
-
0
Accruals and deferred income
104,924
52,990
715,364
125,577
7
Creditors: amounts falling due after more than one year
2026
2025
Notes
£
£
Convertible loans
8,095,163
-
0
Obligations under finance leases
34,567
93,825
8,129,730
93,825
8
Share-based payment transactions

The company operates an employee share option scheme under which options to subscribe for ordinary shares of the company have been granted to certain employees.

 

Options vest subject to continued employment over specific periods and are exercisable at a price determined at the date of grant.

ENSOCELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
8
Share-based payment transactions
(Continued)
- 8 -
Number of share options
Weighted average exercise price
2026
2025
2026
2025
Number
Number
£
£
Outstanding at 1 April 2025
124,946
108,722
0.02
-
0
Granted
427,644
16,224
0.25
0.19
Exercised
(74,098)
0
-
0
-
0
-
0
Outstanding at 31 March 2026
478,492
124,946
0.23
0.02
Exercisable at 31 March 2026
-
0
-
0
-
0
-
0
2026
2025
£
£
Expenses recognised in the year
Arising from equity-settled transactions
33,276
-

Share-based payment transactions existed in previous accounting periods; however, the resulting expense and related balances were not material and, therefore, no specific disclosures were included in prior years' financial statements. In the current year, the share-based payment charge is material and the company has provided the relevant disclosures. This represents a change in the level of materiality of the transaction rather than a change in accounting policy.

ENSOCELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 9 -
9
Prior period adjustment
Reconciliation of changes in equity
1 October
31 March
2024
2025
Notes
£
£
Adjustments to prior year
Recognition of asset financed through hire purchase
1
-
9,876
R&D Tax Credit
2
-
260,412
Total adjustments
-
270,288
Equity as previously reported
1,813,481
8,242,990
Equity as adjusted
1,813,481
8,513,278
Analysis of the effect upon equity
Profit and loss reserves
-
270,288
Reconciliation of changes in loss for the previous financial period
2025
Notes
£
Adjustments to prior year
Recognition of asset financed through hire purchase
1
9,876
R&D Tax Credit
2
(7,531)
Total adjustments
2,345
Loss as previously reported
(1,570,493)
Loss as adjusted
(1,568,148)
Notes to reconciliation
1

Prior year figures have been restated to correct an error in the accounting treatment of a lease, which had not previously been recognised on the balance sheet. The lease has now been recognised as a finance lease, with the asset included in tangible fixed assets and a corresponding liability recorded. The adjustment has been accounted for as a prior year adjustment and comparatives have been restated accordingly.

2

Comparative amounts have been restated to correct the timing of recognition of an R&D tax credit received in the current year but relating to a prior period. In addition, part of the tax credit recognised in the prior year has been reallocated to an earlier period. The adjustments have been treated as a prior year adjustment, with comparatives restated accordingly.

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