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Registered number: 09272873







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025


TOUCHLIGHT HOLDINGS LIMITED



































                                                                                                                                                                    

                                                                                                     img585a.png



 


TOUCHLIGHT HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Directors
W Downie 
D Edwards 
I Eschweiler 
T Harding 
D Lewis 
J Ohlson 
B Theobald 
L Zambeletti 




Company secretary
A Howes



Registered number
09272873



Registered office
Morelands & Riverdale Buildings
Lower Sunbury Road

Hampton

TW12 2ER




Independent auditors
Deloitte LLP

One Station Square

Cambridge

CB1 2GA





 


TOUCHLIGHT HOLDINGS LIMITED
 



CONTENTS



Page
Chairman's statement
1 - 2
Business highlights
3
Group strategic report
4 - 6
Directors' report
7 - 8
Independent auditors' report
9 - 13
Consolidated statement of comprehensive income
14
Consolidated statement of financial position
15
Company statement of financial position
16
Consolidated statement of changes in equity
17 - 18
Company statement of changes in equity
19
Consolidated statement of cash flows
20 - 21
Consolidated analysis of net debt
22
Notes to the financial statements
23 - 49


 


TOUCHLIGHT HOLDINGS LIMITED
 


 
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

The chairman presents his statement for the year ended 31 December 2025.

I am pleased to report that the Group delivered another year of significant progress, building on the momentum of 2024. Despite the ongoing macroeconomic, commercial and political challenges facing the biotech sector — most notably the contraction of the mRNA vaccine market following policy decisions in the United States — the Group has continued to expand its customer base and reinforce its leadership in synthetic DNA manufacturing. We are encouraged by the significant advances being made in gene editing and non-viral gene therapy markets, which represent substantial and growing opportunities for our platform. This progress is reflected in the continued clinical adoption of our technology across multiple modalities, with 9 clinical programmes having received Investigational New Drug (IND) application acceptances to date, and a further 7 in progress.

Financially, the Group generated revenue of £11.0 million (FY2024: £16.6 million). Whilst licensing revenue in mRNA applications was most impacted by the broader market conditions and below expectations, the underlying CDMO business grew 97% to £9.6 million (FY2024: £4.9 million).

Furthermore, we continued to execute our commercial strategy, most notably through the successful closing of a landmark transaction with Ceva Animal Health (Ceva), the fifth-largest global animal health business. We completed the disposal of our Touchlight Aquaculture subsidiary to Ceva in return for £9.9m of proceeds to the Group, alongside entering into a licence agreement granting Ceva rights to develop and manufacture future products using our dbDNA™ technology within the animal health field. The partnership extends the reach of our technology and positions the Group to benefit from milestone payments and royalties supporting future growth and diversification.

Alongside this, we deepened our commercial reach through the Group’s agreement with New England Biolabs (NEB), a world leader in the discovery and production of enzymes and reagents for molecular biology, to jointly develop and market a cell-free dbDNA™ synthesis kit. This collaboration marks a significant step in broadening the accessibility of our technology, enabling researchers to synthesise doggybone™ DNA directly at the benchtop for the first time, without the need for traditional plasmid-based manufacturing. We are proud to deepen our partnership with NEB and believe this collaboration will accelerate the adoption of dbDNA™ as a platform of choice for nucleic acid therapeutic development.

In parallel with these commercial developments, we continued to invest in platform innovation. Most notably, we launched mbDNA™ as a best-in-class gene-editing template, supporting high Homology-Directed Repair (HDR) efficiency and expanded payloads for non-viral gene therapy. Following close behind, we expanded our platform further with the launch of new circular DNA architectures (sscDNA, hsscDNA and dscDNA), enhancing stability and efficiency for gene-editing and therapy applications. These innovations further differentiated our offering and provide Touchlight with new avenues to participate in gene therapy and advanced medicines.

These advances were underpinned by a major regulatory and operational milestone. Early in the year, we received GMP certification of our facility in Hampton, UK and became the first synthetic DNA manufacturer globally to gain regulatory approval to produce Active Pharmaceutical Ingredients (API) – a world-first GMP licence for cell-free DNA manufacturing that positions the Group as a trusted partner for global biopharma companies. The Morelands facility also received the 2025 ISPE Facility of the Year Award for Innovation, recognising our commitment to and achievement of establishing a facility that provides operational excellence and sustainability. 

The Group also prevailed in the High Court, receiving judgment in its favour on all grounds in the previously reported intellectual property entitlement proceedings. The Court found comprehensively in the Group’s favour with all claims dismissed, without potential for appeal. This represents the outcome expected and brought a welcome conclusion to the matter.

To support the next phase of growth, we were pleased to welcome Will Downie as Strategic Adviser during the year, whose extensive experience as an industry leader will support the Group’s growth ambitions. Post-period, Will was appointed to the Board as a Non-Executive Director.
 
Page 1

 
TOUCHLIGHT HOLDINGS LIMITED

 
 
 
CHAIRMAN'S STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

We have built one of the largest DNA manufacturing facilities in the world and are maintaining our position as pioneers and leaders in synthetic DNA – a platform that affords benefits of speed, purity and control. We continue to look forward with confidence to delivering into the global DNA market.


J Ohlson
Chairman

Date:

Page 2

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
BUSINESS HIGHLIGHTS
FOR THE YEAR ENDED 31 DECEMBER 2025

Continuing progress as demonstrated by:

∙Hampton, UK facility receives GMP certification - Touchlight becomes the first synthetic DNA manufacturer globally to gain regulatory approval to produce Active Pharmaceutical Ingredient (API).

∙Disposal of Touchlight Aquaculture to Ceva Animal Health, with Ceva entering a parallel licence to be granted rights to develop and manufacture future products incorporating Touchlight’s dbDNA technology across the animal health field.
∙mbDNA™ launch – established as a best-in-class gene editing template, supporting high HDR efficiency and expanded payloads for non-viral gene therapy.
∙Expansion of mbDNA™ Platform – introduction of sscDNA, hsscDNA, and dscDNA architectures, enhancing stability and efficiency for gene editing and therapy applications.
∙ISPE Facility of the Year 2025 – Morelands facility named Category Winner for Innovation, recognising its transformation into the world’s largest cell-free DNA manufacturing site.
∙Clinical adoption – z-dbDNA™ selected for a pioneering gene therapy clinical study.

Financial highlights

∙Revenue of £11.0 million (FY24: £16.6 million).
∙Cash at year end of £4.9 million (FY24: £11.8 million).
∙Reported profit of £8.4 million (FY24: £15.3 million loss).

Post-period commercial developments

∙Launches EnClose™ Cell-free dbDNA™ Synthesis Kit, developed in collaboration with NEB. The kit enables the rapid benchtop synthesis of high-purity dbDNA™ in a single day, providing researchers with a scalable, cell-free alternative to plasmid DNA for the development of mRNA therapeutics, gene therapies, and viral vectors.
Page 3

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their Group strategic report together with the audited financial statements for the year ended 31 December 2025.

Market environment

The publication of the human genome in the early 2000s has driven an acceleration in medical advances, enabling a new era of therapies targeted at a range of diseases. Transformative therapies (AAV, lentivirus, cell therapy) are now used to manage previously untreatable conditions, including cancers and rare genetic diseases, and more recently the COVID-19 pandemic accelerated the use of nucleic acid therapies including mRNA and DNA.

Such advanced therapy relies upon DNA, making it the basis of genetic medicine. The global market for DNA is estimated to support more than 3,000 preclinical, clinical and commercial products and is presently worth approximately £600m p.a., expected to grow strongly to more than £2.6bn by 2032. Whilst these trends are highly positive, supply chain challenges remain an impediment to globalisation of genetic medicine, including the manufacture of DNA.

Strategy

The Group uses its proprietary intellectual property to provide synthetic DNA to be used in the development and manufacture of products supporting large-scale adoption of genetic medicine.
Touchlight's threefold strategy focuses on:

∙Driving innovation through the development of novel DNA manufacturing solutions;
∙Contributing to the development of ground-breaking medicines and their associated impact on a range of patient conditions; and
∙Delivering social benefit through cutting-edge technology, which in turn creates shareholder value.

These objectives are achieved through advancing market awareness and adoption of dbDNA™, mbDNA™, the Group's broad range of technology platforms; a state-of-the-art GMP-certified manufacturing facility; and a proprietary, patented and scaled DNA platform. Touchlight is well placed to address global DNA supply and to contribute to the advancement of cell and gene therapies.

Financial review

Group revenue reached £11.0 million in the year (FY2024: £16.6 million). Whilst licensing revenue reduced — much of the prior-year figure reflecting one new licence agreement signed in 2024 — there was a year-on-year increase in the sale of CDMO goods and services of approximately 97%.

The Group recorded a profit for the year of £8.4 million (FY2024: £15.3 million loss), mostly benefiting from a fair value gain on financial instruments and a profit on disposal of Touchlight Aquaculture.

The Group closed the year with a cash balance of £4.9 million (FY2024: £11.8 million). The proceeds from the disposal of the subsidiary were consumed by operating activities.

Net liabilities closed at £46.6 million (FY2024: £55.9 million).

Further information about the Group's performance for the year is included in the Chairman's Statement on page 1.

Page 4

 


TOUCHLIGHT HOLDINGS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties
 
This section lays out risks that are specific to the Touchlight business and those of a general nature, which either individually or collectively could affect the future operating and financial performance of Touchlight. Touchlight seeks to manage the risks to minimise the potential impact however several of these risks are outside the control of the business.

∙Product risk. To date our products are proving compelling to customers, however continuing market acceptance of Touchlight's range of products will depend both on potential customers finding the offerings more competitive than alternatives and Touchlight's continued ability to manufacture at scale. Touchlight seeks to mitigate this risk through constant contact with its customers and continued research, development and innovation.
∙Market risk. Touchlight operates in a dynamic and evolving sector where customer demand may be influenced by shifts in political environment, market sentiment, funding availability, regulatory changes, and competitor activity. A severe downturn in the biotech investment climate or changes in customer priorities could reduce demand for Touchlight’s products and services. The Company mitigates this risk through diversification of its customer base, strategic partnerships, and maintaining flexibility in its commercial offerings to adapt to changing market conditions.
∙Partnership risk. Touchlight is engaged in partnerships and licensing arrangements. Such arrangements will invariably expose the business to counterparty risk. Touchlight seeks to mitigate this risk through careful construction of partnership and licence agreements to minimise exposure and by ensuring adequate liquidity at the Group level.
∙Funding risk. The Group may need to raise money to fund its strategic objectives and growth initiatives. An inability to secure funding on acceptable terms, or at all, could constrain the Group's ability to deliver its growth plans. Touchlight seeks to mitigate this risk by carefully monitoring its cashflows and forecasts and adjusting spending and investment decisions accordingly. Certain of the Group's shareholders have also demonstrated their support by providing a Shareholder Loan Facility of up to £10.0 million which may be drawn upon until 31 March 2027 (£5.5 million of which has been drawn in 2026).
∙Dependence on key personnel. Touchlight is dependent on its scientific and management team. The loss (whether temporary or permanent) of these individuals could materially impact research and development activities. Touchlight seeks to mitigate this risk through competitive remuneration and succession planning.
∙Competition. The sector is characterised by ongoing and continuous technological innovation which in time may impact Touchlight. Touchlight seeks to mitigate this through constant monitoring of its competitors and continued investment in research, development and innovation.
∙Economic environment and market conditions. The operating costs of Touchlight may be affected by currency fluctuations, inflation, legislative and other future political decisions including the increasing use of global trade tariffs. Touchlight seeks to mitigate this through close monitoring of the cost base and the economic environment.
∙Group intellectual property. Touchlight is dependent on its intellectual property. Copying of this by competitors or successful challenges to it would materially impact the business. Touchlight seeks to mitigate this risk through extensive patent protection and legal defence as and when required.

The above list of risks is not exhaustive and other unforeseen risks may in the future impact on the performance of Touchlight's business.

Going concern
 
The Group closed the year with net liabilities of £46.6 million (FY2024: £55.9 million) and a cash balance of £4.9 million (FY2024: £11.8 million), reflecting reduced headroom during the year. The net liabilities position arises principally from the preference shares and loan notes issued by the Group, neither of which falls due for repayment within the period covered by the directors' going concern assessment.

The directors have assessed the Group's ability to continue as a going concern for the period to 31 December 2027, being the period covered by management's cash flow forecasts and scenario analysis. In performing that assessment, the directors considered the Group's cash position, forecast trading performance and access to funding, including the Shareholder Loan Facility.

The Group's forecasts assume continued growth in CDMO revenues and the signing of new licence agreements. As these assumptions are not contractually committed and are dependent on future customer activity and market conditions, there is uncertainty regarding the timing and level of future cash receipts. The Group also remains reliant on the Shareholder Loan Facility, which may be drawn upon until 31 March 2027.

Page 5

 


TOUCHLIGHT HOLDINGS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern. Nevertheless, having considered the forecasts, scenario analysis, available funding and mitigating actions available to management, the directors continue to consider it appropriate to prepare the financial statements on a going concern basis. Further details are set out in note 2.4.

Key performance indicators
 
The key performance indicators ("KPI") are: 
∙The closing cash balance, which was £4.9 million at 31 December 2025 (FY2024: £11.8 million).
∙Revenue in the year, which was £11.0 million (FY2024: £16.6 million).
∙Net profit in the year, which was £8.4 million (FY2024: £15.3 million loss).

Section 172 Companies Act 2006
 
In accordance with Section 172 of the Companies Act 2006, the Directors of the Group must act in a way that they, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole and in doing so the Directors have had regard to, their workforce, stakeholders, community and environment and business conduct. This statement is made voluntarily.


This report was approved by the board and signed on its behalf.



J Ohlson
Director

Date: 11 September 2026

Page 6

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Principal activity

The parent company, Touchlight Holdings Limited, is a holding company. The subsidiary companies are contract, development and manufacturing organisations, which produce synthetic DNA for advanced medicines and for therapeutic use and carry out associated activities, including research and development.

Directors

The directors who served during the year were:

J Dwyer (resigned 25 February 2026)
I Eschweiler 
T Harding 
D Lewis 
J Ohlson 
B Theobald 
L Zambeletti 

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £8,354,449 (2024: loss £15,293,483).

The directors do not recommend payment of a dividend. 

Future developments

For more detail on future business development, please refer to the Chairman’s Statement and the Business Highlights sections.

Page 7

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Qualifying third-party indemnity provisions

The Group held third party indemnity insurance cover for the directors and officers of the Group during the current and prior year.

Matters covered in the Group Strategic Report

The Group has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Group's Strategic Report the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

Subsequent to the balance sheet date, the Company drew down £5,500,000 under its existing shareholder loan facility to provide additional working capital funding for the Group’s operations.

In addition, the Group received a milestone payment of £5,000,000 under its collaboration agreement with Ceva, following the achievement of a contractual milestone.

Auditors

Under section 487(2) of the Companies Act 2006, Deloitte LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the financial statements with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





J Ohlson
Director

Date: 11 September 2026

Morelands & Riverdale Buildings
Lower Sunbury Road
Hampton
TW12 2ER

Page 8

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUCHLIGHT HOLDINGS LIMITED

Report on the audit of the financial statements


In our opinion the financial statements of Touchlight Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group'): 

∙give a true and fair view of the state of the group’s affairs as at 31 December 2025 and of its profit for the year then
∙ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.



We have audited the financial statements which comprise:

∙the Consolidated statement of comprehensive income;
∙the Consolidated and parent company statements of financial position;
∙the Consolidated and parent company statements of changes in equity;
∙the Consolidated statement of cash flows;
∙the Consolidated analysis of net debt; and
∙the related notes 1 to 34.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. 

We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Material uncertainty related to going concern


We draw attention to note 2.4 in the financial statements, which describes the uncertain trading environment, and the group’s dependence on the Shareholder Loan Facility until 31 March 2027, and on the need to obtain further funding thereafter. As stated in note 2.4, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group’s and the parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.


In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 9

 


TOUCHLIGHT HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUCHLIGHT HOLDINGS LIMITED (CONTINUED)

Other information


The other information comprises the information included in the annual report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Responsibilities of directors
 

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Auditor’s responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements..


A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 
Page 10

 


TOUCHLIGHT HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUCHLIGHT HOLDINGS LIMITED (CONTINUED)

Extent to which the audit was considered capable of detecting irregularities, including fraud
 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.


We considered the nature of the group’s industry and its control environment, and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the group operates in, and identified the key laws and regulations that:

∙had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and
∙do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included GMP regulations and data protection legislation.

We discussed among the audit engagement team including relevant internal specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our procedures performed to address them are described below:

Valuation of Loan Notes

Owing to the significant estimation uncertainty inherent in relation to the valuation of loan notes issued, we identified a significant risk around the valuation of loan notes.

Procedures performed:

∙Reviewed management’s model supporting the valuation of loan notes with the support of in-house valuation specialists.
∙Performed an independent valuation of the loan notes.
∙Challenged management on the appropriateness and reasonableness of the valuation method and inputs used.
∙Reviewed the disclosures in the financial statements.

Accounting for preference shares 

Owing to the significant estimation uncertainty inherent in the valuation of preference shares issued by the company, a significant risk was identified concerning their reported value.

Procedures performed:

∙We reviewed management’s revaluation with the support of in-house financial instrument accounting and valuation specialists.
∙We challenged management and their advisers on the accounting treatment and the valuation of the amount treated as liability.
∙We reviewed the disclosures in the financial statements.

Impairment of intangible assets

Owing to the material carrying value of certain intangible assets and the significant estimation uncertainty inherent in the forecasts supporting their recoverable amounts, we identified a significant risk in relation to impairment. The assessment is sensitive to assumptions concerning forecast commercial and development outcomes and the timing and probability of future cash flows.

Page 11

 


TOUCHLIGHT HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUCHLIGHT HOLDINGS LIMITED (CONTINUED)

Procedures performed:
∙We assessed the design and implementation of relevant controls over management’s impairment assessment.
∙We tested the methodology applied and the mathematical accuracy of the impairment model.
∙We challenged key assumptions by reference to available supporting evidence and considered the historical accuracy of management’s forecasts and relevant post year-end performance.
∙We performed sensitivity analysis over key assumptions and considered the effect of reasonably possible changes on the impairment assessment.
∙We assessed the adequacy of the related disclosures in the financial statements.

Management override

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
In addition to the above, our procedures to respond to the risks identified included the following:

∙reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙enquiring of management and external legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
∙reading minutes of meetings of those charged with governance.


Report on other legal and regulatory requirements
 
Opinions on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.

We have nothing to report in respect of these matters.



Page 12

 


TOUCHLIGHT HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUCHLIGHT HOLDINGS LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Julian Rae (Senior Statutory Auditor)
for and on behalf of
Deloitte LLP
Statutory Auditor
Cambridge, United Kingdom
Statutory Auditor

11 September 2026
Page 13

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
10,991,469
16,565,507

Cost of sales
  
(7,250,035)
(3,966,854)

Gross profit
  
3,741,434
12,598,653

Administrative and laboratory expenses
  
(23,075,015)
(22,008,619)

Research and development costs
  
(2,417,376)
(3,321,560)

Other operating income
 5 
4,740,204
1,833,151

Other operating charges
 6 
(239,275)
(369,974)

Operating loss
 7 
(17,250,028)
(11,268,349)

Profit on disposal of subsidiary
 16 
10,093,703
-

Interest receivable and similar income
 11 
192,303
623,179

Interest payable and similar expenses
 12,21 
(796,213)
(12,821)

Fair value gain/(loss) on financial instruments
 23 
16,113,377
(5,080,245)

Profit/(loss) before taxation
  
8,353,142
(15,738,236)

Tax on profit/(loss)
 13 
1,307
389,568

Profit/(loss) for the financial year
  
8,354,449
(15,348,668)

  

Total comprehensive income for the year
  
8,354,449
(15,348,668)

Profit/(loss) for the year attributable to:
  

Non-controlling interests
  
-
(55,185)

Owners of the parent Company
  
8,354,449
(15,293,483)

  
8,354,449
(15,348,668)

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
-
(55,185)

Owners of the parent Company
  
8,354,449
(15,293,483)

  
8,354,449
(15,348,668)

The notes on pages 23 to 49 form part of these financial statements.

Page 14

 


TOUCHLIGHT HOLDINGS LIMITED
REGISTERED NUMBER:09272873



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
26,995,627
29,538,588

Tangible assets
 15 
19,793,631
21,168,850

  
46,789,258
50,707,438

Current assets
  

Stocks
 17 
2,037,603
2,153,248

Debtors: amounts falling due after more than one year
 18 
2,085,480
-

Debtors: amounts falling due within one year
 18 
7,325,816
7,994,232

Cash and cash equivalents
 19 
4,872,153
11,772,100

  
16,321,052
21,919,580

Creditors: amounts falling due within one year
 20 
(6,621,150)
(10,072,509)

Net current assets
  
 
 
9,699,902
 
 
11,847,071

Total assets less current liabilities
  
56,489,160
62,554,509

Creditors: amounts falling due after more than one year
 21 
(103,071,597)
(118,473,321)

Net liabilities
  
(46,582,437)
(55,918,812)


Capital and reserves
  

Called up share capital 
 24 
12,026
12,023

Share premium account
 25 
77,578,704
77,555,357

Other reserves
 25 
5,629,238
4,696,169

Merger reserve
 25 
6,930,907
6,930,907

Profit and loss account
 25 
(136,733,312)
(145,087,761)

Equity attributable to owners of the parent Company
  
(46,582,437)
(55,893,305)

Non-controlling interests
  
-
(25,507)

Total equity
  
(46,582,437)
(55,918,812)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J Ohlson
Director

Date: 11 September 2026

The notes on pages 23 to 49 form part of these financial statements.

Page 15

 


TOUCHLIGHT HOLDINGS LIMITED
REGISTERED NUMBER:09272873



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 16 
202,956
340,156

  
202,956
340,156

Current assets
  

Debtors: amounts falling due within one year
 18 
101,677,816
89,194,881

Cash and cash equivalents
 19 
2,783,926
8,206,566

  
104,461,742
97,401,447

Creditors: amounts falling due within one year
 20 
(383,297)
(992,438)

Net current assets
  
 
 
104,078,445
 
 
96,409,009

Total assets less current liabilities
  
104,281,401
96,749,165

  

Creditors: amounts falling due after more than one year
 21 
(103,071,597)
(118,473,321)

  

Net assets/(liabilities)
  
1,209,804
(21,724,156)


Capital and reserves
  

Called up share capital 
 24 
12,026
12,023

Share premium account
 25 
77,578,704
77,555,357

Other reserves
 25 
5,629,238
4,696,169

Profit and loss account brought forward
  
(103,987,705)
(111,179,995)

Profit for the year
  
21,977,541
7,192,290

Profit and loss account carried forward
  
(82,010,164)
(103,987,705)

Total equity
  
1,209,804
(21,724,156)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


J Ohlson
Director

Date: 11 September 2026

The notes on pages 23 to 49 form part of these financial statements.

Page 16

 
TOUCHLIGHT HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025



Called up share capital
Share premium account
Other reserves
Merger reserve
Profit and loss account
Equity attributable to owners of Parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£


At 1 January 2025
12,023
77,555,357
4,696,169
6,930,907
(145,087,761)
(55,893,305)
(25,507)
(55,918,812)



Comprehensive income for the year


Profit for the year
-
-
-
-
8,354,449
8,354,449
-
8,354,449

Total comprehensive income for the year
-
-
-
-
8,354,449
8,354,449
-
8,354,449



Contributions by and distributions to owners


Shares issued during the year
3
23,347
-
-
-
23,350
-
23,350


Share based payment expense
-
-
933,069
-
-
933,069
-
933,069


Disposal of subsidiary
-
-
-
-
-
-
25,507
25,507



At 31 December 2025
12,026
77,578,704
5,629,238
6,930,907
(136,733,312)
(46,582,437)
-
(46,582,437)



The notes on pages 23 to 49 form part of these financial statements.

 

Page 17


 
TOUCHLIGHT HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024



Called up share capital
Share premium account
Other reserves
Merger reserve
Profit and loss account
Equity attributable to owners of Parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£


At 1 January 2024
12,023
77,555,357
3,228,986
6,930,907
(129,794,278)
(42,067,005)
(120,322)
(42,187,327)



Comprehensive income for the year


Loss for the year as restated
-
-
-
-
(15,293,483)
(15,293,483)
(55,185)
(15,348,668)

Total comprehensive income for the year
-
-
-
-
(15,293,483)
(15,293,483)
(55,185)
(15,348,668)



Contributions by and distributions to owners


Share based payment expense
-
-
1,467,183
-
-
1,467,183
-
1,467,183


Debt-equity swap – equity contribution by NCI
-
-
-
-
-
-
150,000
150,000



At 31 December 2024
12,023
77,555,357
4,696,169
6,930,907
(145,087,761)
(55,893,305)
(25,507)
(55,918,812)



The notes on pages 23 to 49 form part of these financial statements.



Page 18
 


TOUCHLIGHT HOLDINGS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2024
12,023
77,555,357
3,228,986
(111,179,995)
(30,383,629)


Comprehensive income for the year

Profit for the year
-
-
-
7,192,290
7,192,290
Total comprehensive income for the year
-
-
-
7,192,290
7,192,290


Contributions by and distributions to owners

Share based payment expense
-
-
1,467,183
-
1,467,183



At 1 January 2025
12,023
77,555,357
4,696,169
(103,987,705)
(21,724,156)


Comprehensive income for the year

Profit for the year
-
-
-
21,977,541
21,977,541
Total comprehensive income for the year
-
-
-
21,977,541
21,977,541


Contributions by and distributions to owners

Shares issued during the year
3
23,347
-
-
23,350

Share based payment expense
-
-
933,069
-
933,069


At 31 December 2025
12,026
77,578,704
5,629,238
(82,010,164)
1,209,804


The notes on pages 23 to 49 form part of these financial statements.

Page 19

 


TOUCHLIGHT HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

Cash flows from operating activities
  

Profit/(loss) for the financial year
  
8,354,449
(15,348,668)

Adjustments for:
  

Amortisation of intangible assets
 14 
2,582,742
2,581,914

Depreciation of tangible assets
 15 
1,749,491
1,725,608

Loss on disposal of tangible assets
  
-
36,234

Profit on disposal of subsidiary
 16 
(10,093,703)
-

Derecognition of NCI on disposal of subsidiary
  
25,507
-

Non-cash consolidation adjustments on disposal of subsidiary
  
261,133
-

Interest payable
 12 
796,213
12,821

Interest received
 11 
(192,303)
(623,179)

Taxation charge
 13 
(1,307)
(389,568)

Decrease in stocks
  
115,645
857,682

Decrease/(increase) in debtors
  
214,738
(205,491)

Decrease in creditors
  
(3,317,111)
(1,641,298)

Decrease in amounts owed to participating interests
  
(134,247)
-

Corporation tax received
  
454,985
192,301

Fair value (gain)/loss on existing share options
  
933,069
1,467,183

Fair value (gain)/loss on preference shares
  
(15,827,908)
5,080,245

Fair value movement on deferred consideration
  
(285,469)
-

Net cash generated from operating activities

  

(14,364,076)
(6,254,216)

  

Cash flows from investing activities
  

Purchase of intangible fixed assets
 14 
(39,781)
(11,122)

Purchase of tangible fixed assets
 15 
(374,272)
(422,466)

Net proceeds from disposal of subsidiary
 16 
8,032,559
-

Interest received
 11 
192,303
623,179

Net cash from investing activities

  

7,810,809
189,591

Cash flows from financing activities
  

Issue of ordinary shares
 24 
3
-

Issue of share premium
  
23,347
-

New loans from associate companies
  
-
29,100

Interest paid
 12 
(370,030)
(1,789)

Net cash used in financing activities

  

(346,680)
27,311
Page 20

 


TOUCHLIGHT HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025




2025
2024

Note
£
£



Net (decrease) in cash and cash equivalents
  
(6,899,947)
(6,037,314)

Cash and cash equivalents at beginning of year
  
11,772,100
17,809,414

Cash and cash equivalents at the end of year
  
4,872,153
11,772,100


Cash and cash equivalents at the end of year comprise:
  

Cash and cash equivalents (see note 19)
  
4,872,153
11,772,100

  
4,872,153
11,772,100


The notes on pages 23 to 49 form part of these financial statements.

Page 21

 


TOUCHLIGHT HOLDINGS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025








At 1 January 2025
Cash flows
Disposal of subsidiaries
Other non-cash changes
At 31 December 2025

£

£

£

£

£

Cash at bank and in hand

  
11,772,100

(6,893,823)

(6,124)

-

4,872,153

Debt due after 1 year

  
(118,473,321)

-

-

15,401,724

(103,071,597)


  
 
(106,701,221)
(6,893,823)
(6,124)
15,401,724
(98,199,444)

The notes on pages 23 to 49 form part of these financial statements.

Included within debt due after one year are £28,269,505 (2024: £27,843,321) representing the loan notes issued by the Company. The debt due after one year also includes £74,802,092 (2024: £90,630,000) representing the liability portion of the preference shares. See notes 21 to 23 for further information.

Page 22

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Touchlight Holdings Limited is a private company, limited by shares and incorporated in England and Wales. The address of the registered office is Morelands & Riverdale Buildings, Lower Sunbury Road, Hampton, England, TW12 2ER.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The following principal accounting policies have been applied:

  
2.2

Parent Company disclosure exemptions

The parent Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006, and has not presented its own Profit and Loss Account in these financial statements. 

In addition, the parent Company has taken advantage of the disclosure exemptions available in FRS 102 from presenting a Statement of Cash flows for the parent Company. 

In preparing these financial statements, the Company has taken advantage of the requirements of Sections 11 and 12 in respect of the disclosure of financial instruments.

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Page 23

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Going concern

The directors have, at the time of approving these financial statements, made an assessment of the Group and Company's ability to continue as a going concern. That assessment covers the period to 31 December 2027, being the period addressed by the cash flow forecasts and scenario analysis prepared by management, and therefore extends beyond twelve months from the date of approval of these financial statements. Having completed that assessment, and notwithstanding the material uncertainty described below, the directors consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements.

In making this assessment, the directors have considered the Group's financial position, its cash flow forecasts and the funding available to it. The Group continues to invest significantly in its technology platform, manufacturing capability and commercial team in order to support future growth, and has historically relied on periodic funding, including equity and the Shareholder Loan Facility described below, to support this investment while it scales towards profitability. At 31 December 2025 the Group had net liabilities of £46.6 million (FY2024: £55.9 million) and a closing cash balance of £4.9 million (FY2024: £11.8 million), reflecting reduced headroom during the year. The net liabilities position arises principally from the preference shares of £74.8 million and the loan notes of £28.3 million included within creditors falling due after more than one year. The Group is not contractually required to pay the holders of the preference shares any amount unless certain events occur, including an Exit or an IPO, each of which is subject to the approval of the directors, and the loan notes are not due for repayment until 8 January 2031. Neither instrument therefore falls due for settlement within the period covered by this assessment. The directors have reviewed cash flow forecasts covering the period to 31 December 2027, including stress-testing for delays in signing new contracts and licence deals. The directors have also taken account of the Group's access to a £10,000,000 Shareholder Loan Facility, which may be drawn upon for general corporate purposes until 31 March 2027 and which permits interest capitalisation and carries no financial maintenance covenants. Subsequent to the balance sheet date the Group drew down £5,500,000 under this facility to provide additional working capital funding, leaving £4,500,000 available to be drawn, and received a milestone payment of £5,000,000 under its collaboration agreement with Ceva. Separately, the directors continue to evaluate a range of financing alternatives to support the Group's future growth and strategic objectives. No reliance has been placed on the successful completion of any such financing in reaching the conclusions set out in this going concern assessment.

The directors recognise that the Group’s forecasts and cash flow projections are subject to significant risks and uncertainties. The Group's forecasts assume continued growth in CDMO revenue and the signature of new licence agreements, neither of which is contractually committed. Licence income is by its nature infrequent and of high value, and the timing of any individual agreement is uncertain and outside the Group's control. Demand for the Group's CDMO services depends on customers progressing their own clinical programmes and securing their own funding; a slow-down in biotechnology funding, or slower progression of customer clinical trials, would delay batch orders and reduce the Group's cash receipts. The Group's forecast growth rate is therefore dependent on the conversion of its pipeline into contracted revenue at the rate and timing assumed. These conditions, together with the Group's reliance on the Shareholder Loan Facility, which may be drawn upon only until 31 March 2027, indicate the existence of a material uncertainty which may cast significant doubt on the Group's and the Company's ability to continue as a going concern. Having considered the Group's cash flow forecasts, the remaining availability under the Shareholder Loan Facility and the mitigating actions available to them, including reducing discretionary spending and investment, the directors nonetheless believe it remains appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result if the Group were unable to continue as a going concern.

Page 24

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentation currency is GBP and the financial statements are rounded to the nearest £.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.6

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue 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 revenue is recognised:

Sale of goods
 
Turnover from the sale of goods is recognised when all of the following conditions are satisfied: 
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group 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 revenue can be measured reliably;
∙it is probable that the Group 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.

Page 25

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
Licensing certain intellectual property rights

Turnover from licensing intellectual property rights is recognised 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 that the Company will receive the consideration due under the contract; 

Where the Company grants a customer a licence to use specified intellectual property (e.g., non exclusive patent and know how rights) and the customer can benefit from that licence without requiring material further performance from the Company, revenue from any up front licence fee is recognised at the point in time the licence is granted.

Where a licence arrangement requires continuing activities that are integral to the licence (for example, substantive technology transfer or on going enablement that significantly enhances the licensed rights for the customer), revenue is recognised over time by reference to the stage of completion of those activities when the outcome can be measured reliably.

Development or regulatory milestone payments are recognised only when the milestone is achieved (i.e., when the underlying uncertainty is resolved) and it is highly probable that the revenue recognised will not reverse.

Fixed annual fees that are contingent on the licence remaining in force to a contract anniversary date are recognised when the fee becomes due/non refundable (i.e., on the anniversary date), rather than on a straight line basis over the year.

  
Royalties

Turnover from royalties is recognised in the period in which it is due.

  
2.7

Cost of sales

Cost of sales represents the direct and attributable costs incurred in the production and delivery of goods and services sold by the Group during the financial year. These costs include:

∙Raw materials and consumables used in the manufacture of synthetic DNA and related products.
∙Direct labour costs associated with manufacturing and rendering of services.
∙External facility costs and other third party materials and costs directly related to client programmes.
∙Third-party service costs, such as outsourced activities and logistics where applicable.

Costs are recognised in the period in which the associated revenue is recognised, in accordance with the Group’s revenue recognition policy.

 
2.8

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.9

Research and development

Research and development expenditure is written off as incurred and recognised in the Consolidated statement of comprehensive income.

Development costs have been capitalised in accordance with FRS 102 Section 18 Intangible Assets other than Goodwill and are therefore not treated, for dividend purposes, as a realised loss.

Page 26

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.10

Research and development tax credits

Tax credits relating to research and development are recognised in the Consolidated statement of comprehensive income on a receivable basis.

  
2.11

Patent maintenance costs

Patent maintenance costs are recognised in the Consolidated statement of comprehensive income as they are incurred.

 
2.12

Grants

Grants are accounted for under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure. 

The deferred element of grants is included in creditors as deferred income.

 
2.13

Interest income

Interest income is recognised in the Consolidated statement of comprehensive income on a receivable basis.

 
2.14

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

  
2.15

Allocation of staff costs

Staff costs relating to time spent on specific projects are allocated to cost of sales and research and development costs, as appropriate. All other staff costs, including sickness, holidays and time spent training are allocated to administrative expenses.

 
2.16

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other taxation and social security as a liability in the Consolidated statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 27

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.17

Share-based payments

The parent Company operates an Enterprise Management Investment Scheme and a Company Share Option Plan (CSOP), in which employees of the Group hold options to subscribe for ordinary shares as granted by the Parent company. The parent Company also has other option schemes in which share options to subscribe for ordinary shares are awarded to selected employees, consultants and associates of the parent Company and other companies in the Group. The equity settled options granted vest based on a time and hurdle basis. The contractual life of materially all outstanding share options is until the day before the tenth anniversary of the original grant date. 

Where share options are awarded to employees, the fair value of the options are charged to the Consolidated statement of comprehensive income over the vesting period. Where share options previously awarded to employees lapse, the fair value of these options at the date of grant are credited to the Consolidated statement of comprehensive income. 

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where equity instruments are granted to persons other than employees, the Consolidated statement of comprehensive income is charged with the fair value of goods and services received, allocated based on the Group's use of the services.

The fair value of the share options granted was determined using an equity-allocation model based on the Black-Scholes-Merton option-pricing methodology, taking into account factors such as management's assessment of equity value at each valuation date, expected term to exit, expected equity volatility, exercise price, risk-free interest rate and assumed dividend yield.

These assumptions were based on (i) information and an exit timetable determined by management and (ii) market data, including UK government bond yields for the risk-free rate and volatility benchmarks derived from comparable biotechnology companies.

 
2.18

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.


Page 28

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.19

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight- line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation is shown in the profit and loss.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Patents
-
20 years
Licences
-
15 years
Computer software
-
5 -10 years

Assets in the course of construction are not amortised until they are brought into use. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined, which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Amortisation of intangible assets is recognised within both cost of sales and administrative expenses in the Consolidated statement of comprehensive income, depending on the nature and use of the underlying asset.

 
2.20

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.21

Tangible fixed assets

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 the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 29

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.21
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
10 - 25 years
Plant and machinery
-
5 years
Office equipment
-
5 years

Assets in the course of construction are not depreciated until they are brought into use. 

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.22

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Non- financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

  
2.23

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control. 

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. 

In the consolidated financial statements, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investor's share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated statement of financial position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition. 

Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 30

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.24

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.25

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.26

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.27

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.28

Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into, rather than the financial instrument’s legal form. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

(i) Financial assets and liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts, and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments which meet the following conditions of being ‘basic’ financial instruments as defined in paragraph 11.9 of FRS 102 are subsequently measured at amortised cost using the effective interest method.

 
Page 31

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.28
Financial instruments (continued)

Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

With the exception of some hedging instruments, other debt instruments not meeting conditions of being ‘basic ’financial instruments are measured at fair value through profit or loss.

Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

(ii) Investments

Investments in non-derivative instruments that are equity of the issuer (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through profit or loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment.

In the Company statement of financial position, investments in subsidiaries and associates are measured at cost less impairment.

(iii) Equity instruments

Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of transaction costs.

  
2.29

Financial risk management

Financial risks are risks arising from financial instruments to which the Group is exposed during or at the end of the reporting period. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. The main risks arising from the Group's financial instruments are interest rate risk and fair value risk. The directors review and agree policies for managing such risks on an ongoing basis as summarised below.

(i)Interest rate risk. The Group holds loan notes at variable interest rates. If the interest rate were to move this would lead to either an increase or decrease in the interest payable. The Group maintains a natural hedge through interest received on its cash reserves. Interest rate risk is monitored on an ongoing basis and should cash reserves be projected to fall or rates move adversely the Group will consider hedging strategies.

(ii)Fair value risk. The Group holds preference shares which are recorded at fair value through profit and loss. The preference shares have a liability component. The liability component contains a conversion option which provides a variable return to the holder in the event of a non qualifying IPO. However, the probability of a non-qualifying IPO is considered minimal. Consequently, such risk is considered remote.

Page 32

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other facts, including expectations of future events that are believed to be reasonable under the circumstances. 

The Company and Group make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. 

Key sources of estimation uncertainty and judgements in applying accounting policies: 

(i) Valuation of the share options
 

As the shares in the parent Company are not publicly traded, the directors estimate the fair value of the share options on the date on which they are granted. In estimating the fair value of the share options, the directors have regard to the share price of the most recent issue of shares prior to issuing the shares, the results of recent fundraising, projected business performance, the assumed timing of an Exit or IPO, the net assets of the Group and the prevailing economic and market conditions at the date the option is granted.  The valuation of the business is key in this calculation and it is acknowledged that business valuations require judgements and estimations. Future business performance is dependent on estimated revenue streams. The pace at which Touchlight sign new licences, sign up new CDMO customers, the success rates of client trials and the timelines under which trials progress are inherently uncertain and subject to external factors. The timing of an Exit or IPO is dependant on business performance and internal strategy. Please see note 26.

(ii) Impairment of licences 

Licences (with a carrying value of £23,526,603 (2024: £25,649,304) are reviewed by the directors for impairment at each reporting date. If events or changes in circumstances indicate that the carrying amounts of the licences should be impaired, an impairment loss is recognised in the Consolidated statement of comprehensive income. The impairment review requires the use of estimates such as future cash flows from the licences and the discount rates applicable to those cash flows. The pace at which Touchlight sign up new customers, the success rates of client trials and the timelines under which trials progress are inherently uncertain and subject to external factors. Please see note 14. 

(iii) Accounting for Preference shares 

To calculate the liability for the preference shares and dividends, the directors estimate the discount factor to be applied and the expected payment date for the dividends based on the plans for the Group, including the assumed timing of an Exit or IPO, and commercial borrowing rates and projected business performance. The valuation of the business is key in this calculation and it is acknowledged that business valuations require judgements and estimations. At the year end the fair value of the preference debt is £74,802,092 (2024: £90,630,000). As noted in (i) above, business performance and the timing of an Exit or IPO are inherently uncertain. 

The Company/Group is not contractually required to pay the holders of the Preference Shares any amount unless certain events occur including an Exit or an IPO, which are each subject to the approval of the Directors. If one of these events were to occur, the Company/Group would be contractually required to repay the principal of the preference shares of £90,000,000 plus a non-compounding 8% dividend. Please see note 21.

(iv) Valuation of loan notes

Loan notes are initially measured at fair value through the profit and loss. The directors use the income approach, including assumptions around estimated repayment timing such as the assumed timing of an Exit or IPO, to estimate the present value of future interest payments using a discount rate based on commercial borrowing rates and adjusted for risk. At the year end the fair value of the loan notes is £28,269,505 (2024: £27,843,321). As noted in (i) above, the timing of an Exit or an IPO is uncertain. 

The difference between the financial liability's carrying amount and the amount the entity would be contractually required to pay at maturity to the holder of the obligation is £9,766,209 (2024: £11,686,778). Please see note 21.

Page 33

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty (continued)

(v) Contingent consideration receivable

Following the disposal of Ceva Hampton Limited (previously Touchlight Aquaculture Limited) to Ceva Animal Health Limited, the Group is entitled to further consideration of up to £16,520,000 (Group's 59% share), payable on achievement of certain regulatory and commercial milestones through to 2034. The directors have exercised judgement in concluding that this entitlement meets the definition of a financial asset within the scope of FRS 102 Section 12, on the basis that the sale and purchase agreement gives rise to a contractual right to receive cash or another financial asset arising from a past event (the disposal), notwithstanding that the amount and timing of the resulting cash flows remain uncertain. This asset has accordingly been recognised in these financial statements at fair value, with changes in fair value recognised in profit or loss.

The fair value of this asset is estimated using a probability-weighted discounted cash flow model, which involves significant estimation uncertainty around: the probability of success of each regulatory and commercial milestone; the expected timing of the resulting cash flows through to 2034; and the discount rate applied. On this basis, the directors have estimated the fair value of the asset at £2,085,480 (Group's 59% share) at 31 December 2025. A change in any of these key assumptions could result in a material change to the carrying value of the asset in future periods. Please see note 18.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Licence fees and royalties
1,387,334
11,691,529

Sale of goods
4,067,048
3,722,250

Rendering of services
5,537,087
1,151,728

10,991,469
16,565,507


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
445,391
571,851

Rest of Europe
6,922,984
12,971,184

Rest of the world
3,623,094
3,022,472

10,991,469
16,565,507


Page 34

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Other operating income

2025
2024
£
£

Sundry income
2,801,755
257,331

Government grants receivable
754,793
1,295,705

R&D tax credits
1,087,110
280,115

Grants receivable
96,546
-

4,740,204
1,833,151


Included within sundry income is £2,800,000 (2024: £Nil) in respect of a legal reimbursement received during the year.

All of the grant income is in respect of specific projects carried out by the Group.


6.


Other operating charges

2025
2024
£
£
Sales and marketing

239,275

369,974
 
239,275

369,974
 


7.


Operating loss

The operating loss is stated after charging/(crediting):

2025
2024
£
£

Research & development charged as an expense
2,417,376
3,321,560

Share-based payment
933,069
1,467,183

Exchange differences
295,638
(76,169)

Other operating lease rentals
114,114
82,323

Loss on disposal of fixed assets
-
36,235

Amortisation of intangible assets
2,582,742
2,581,914

Depreciation of tangible assets
1,749,491
1,725,607

Page 35

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent company's financial statements
284,095
175,200


The auditing of accounts of subsidiaries of the Company
-
85,800


A reclassification has been made in the prior year to correctly report the audit remuneration on behalf of the Group.

During the year, the Group's auditors provided no services other than the statutory audit of the financial statements.





9.


Employees

Staff costs, including the directors' remuneration, were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
12,287,703
10,561,754

Social security costs
1,237,277
1,152,168

Cost of defined contribution scheme
457,370
448,645

Share-based payment expense
933,069
1,467,183

14,915,419
13,629,750

No wages or salaries were paid through the Company in the year (2024: £Nil).

The Company has no employees. All staff are employed by other entities within the Group and their services are provided to the Company as required.

The average monthly number of Group employees, including the directors, during the year was as follow:


2025
2024
No.
No.



Administrative staff
27
28

Scientific staff
142
113

169
141

Page 36

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
475,000
494,151

Group contributions to defined contribution pension schemes
13,130
11,659

488,130
505,810


During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £250,000 (2024: £259,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,630 (2024: £5,610).

The share-based payment expense in the period, in connection with directors of the Group amounted to £432,853 (2024: £1,170,372).


11.


Interest receivable and similar income

2025
2024
£
£


Bank interest receivable
192,303
623,179

192,303
623,179


12.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
-
1,789

Loan interest payable to participating interests
-
11,032

Loan note interest
426,183
-

Facility fees
370,030
-

796,213
12,821

Page 37

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Taxation


2025
2024
£
£

Corporation tax


Current tax on losses for the year
(1,307)
(389,568)


Total current tax
(1,307)
(389,568)

Deferred tax

Total deferred tax
-
-


Tax on profit
(1,307)
(389,568)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
8,353,142
(15,738,236)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
2,088,286
(3,934,559)

Effects of:


Expenses not deductible for tax purposes
1,769,085
1,787,608

Income not deductible for tax purposes
(8,350,047)
(70,029)

Adjustments to tax charge in respect of prior periods
(2,144)
-

Adjustments to tax charge in respect of prior periods - deferred tax
(191,890)
-

Fixed asset differences
82,295
82,655

Other timing differences leading to an increase (decrease) in taxation
(233,267)
-

Movement in deferred tax not recognised
1,279,635
1,837,997

Additional research and development and patent box deductions
-
(93,240)

Chargeable gains/losses
3,279,815
-

Other permanent differences
(78,579)
-

R&D expenditure credits
355,504
-

Total tax charge for the year
(1,307)
(389,568)

Page 38

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
13.Taxation (continued)


Factors that may affect future tax charge

The Group has tax losses amounting to approximately £66,029,641 (2024: £56,047,971) available to carry forward against future profits. The deferred tax asset relating to the losses carried forward has been calculated at the rate of 25% (2024: 25%). At 31 December 2025, the deferred tax asset relating to the losses carried forward amounted to approximately £16,507,410 (2024: £14,011,993) for the Group and £1,414,891 (2024: £401,625) for the Company. No deferred tax asset has been recognised in these financial statements due to uncertainty over the timing of recoverability of the asset. 

In addition, the Group has an unrecognised deferred tax asset of £1,247,154 in respect of outstanding share options. Under FRS 102, where the tax deduction available exceeds the cumulative compensation expense recognised in the financial statements, no deferred tax is recognised on the excess tax relief as it does not arise from a timing difference but represents a permanent difference. Accordingly, the deferred tax asset relating to outstanding share options has been limited to the cumulative compensation expense recognised, tax effected.


14.


Intangible assets

Group





Patents
Licences
Computer software
Total

£
£
£
£



Cost


At 1 January 2025
150,000
31,840,515
4,484,347
36,474,862


Additions
-
-
39,781
39,781



At 31 December 2025

150,000
31,840,515
4,524,128
36,514,643



Amortisation


At 1 January 2025
70,000
6,191,211
675,063
6,936,274


Charge for the year
7,500
2,122,701
452,541
2,582,742



At 31 December 2025

77,500
8,313,912
1,127,604
9,519,016



Net book value



At 31 December 2025
72,500
23,526,603
3,396,524
26,995,627



At 31 December 2024
80,000
25,649,304
3,809,284
29,538,588


The Company had no intangible fixed assets either for the current or the prior financial year.

Page 39

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Tangible fixed assets

Group



Assets in the course of construction
Leasehold property
Plant and machinery
Office equipment
Total

£
£
£
£
£



Cost


At 1 January 2025
742,588
18,749,858
5,233,472
424,848
25,150,766


Additions
26,009
1,113
287,551
59,599
374,272


Transfers between classes
(19,356)
-
19,356
-
-



At 31 December 2025

749,241
18,750,971
5,540,379
484,447
25,525,038



Depreciation


At 1 January 2025
-
1,198,064
2,524,616
259,236
3,981,916


Charge for the year
-
762,357
924,728
62,406
1,749,491



At 31 December 2025

-
1,960,421
3,449,344
321,642
5,731,407



Net book value



At 31 December 2025
749,241
16,790,550
2,091,035
162,805
19,793,631



At 31 December 2024
742,588
17,551,794
2,708,856
165,612
21,168,850

The Company had no tangible fixed assets either for the current or the prior financial year.

Page 40

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 January 2025
340,156


Expired or cancelled share options
(137,200)



At 31 December 2025
202,956




The net book value of the investment at 31 December 2025 is £202,956 (2024: £340,156).


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

  Name

   Registered office

   Principal activity

  Class of
  shares

Holding

  Touchlight Genetics Limited
   Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
   Management of central Group support operations and conducting grant funded research projects
  Ordinary

  100%
  Touchlight IP Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
 
Leasing of intellectual property
and similar products
  Ordinary

   100%
  Touchlight DNA Services Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
 
Research and experimental development on biotechnology
  Ordinary

   100%
  Lightbio Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
 
Research and experimental development on biotechnology
  Ordinary

   100%
  Touchlight Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
  Dormant
  Ordinary

   100%
  Touchlight Inc
 
251 Little Falls Drive, Wilmington, New Castle, Delaware, 19808
  Commercial sales and marketing
  Ordinary

   100%

Page 41

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)

All of the direct and indirect subsidiary undertakings are included in the consolidated financial statements.

On 14 January 2025, a subsidiary company of Touchlight Genetics Limited, Ceva Hampton Limited (previously Touchlight Aquaculture Limited), was disposed of for consideration of £9,900,312, of which £1,800,011 is the fair value of deferred consideration at the point of sale and £8,100,301 was received in cash. No profit or loss arising from the subsidiary's operations during the year is included in the group accounts, as the subsidiary was disposed of at the beginning of the financial year.

Details of the guarantee provided by the Company are set out in Note 29 to the financial statements.


17.


Stocks

Group
Group
2025
2024
£
£

Raw materials and consumables
1,725,951
1,590,439

Work in progress
135,004
419,786

Finished goods and goods for resale
176,648
143,023

2,037,603
2,153,248


The difference between purchase price or production cost of stocks and their replacement cost is not material.


18.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Due after more than one year

Other debtors
2,085,480
-
-
-

2,085,480
-
-
-


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Due within one year

Trade debtors
1,640,650
988,633
-
-

Amounts owed by group undertakings
-
-
101,612,374
89,133,628

Other debtors
784,588
924,943
65,442
60,605

Prepayments and accrued income
3,141,641
3,868,041
-
648

Tax recoverable
1,758,937
2,212,615
-
-

7,325,816
7,994,232
101,677,816
89,194,881


Page 42

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.Debtors (continued)

Included within other debtors due after more than one year is £2,085,480 (2024: £Nil) in respect of deferred consideration receivable arising from the sale of a subsidiary.

In the opinion of the directors, the balances owed by Group undertakings are interest free, have no fixed date of repayment and are repayable on demand.


19.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Cash
3,893,989
10,384,251
1,805,762
6,818,717

Cash equivalents
978,164
1,387,849
978,164
1,387,849

4,872,153
11,772,100
2,783,926
8,206,566


Cash equivalents consist of funds held on short-term deposit.


20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Trade creditors
1,249,830
2,135,878
65,793
121,902

Amounts owed to group undertakings
-
-
7
8

Amounts owed to other participating interests
-
134,247
-
-

Other taxation and social security
431,134
689,012
-
137,200

Other creditors
19,412
8,094
7,747
7,747

Accruals and deferred income
4,920,774
7,105,278
309,750
725,581

6,621,150
10,072,509
383,297
992,438


The participating interest relates to the non-controlling interest in a group subsidiary that was disposed of during the year; accordingly, there is no outstanding balance payable.

Page 43

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Loan notes
28,269,505
27,843,321
28,269,505
27,843,321

Preference shares and related finance costs
74,802,092
90,630,000
74,802,092
90,630,000

103,071,597
118,473,321
103,071,597
118,473,321


Loan notes due after more than 5 years comprises loan notes which were issued by the Company on 8 January 2021. A fair value loss of £426,183 (£2024: £217,042 gain) has been recognised in the Consolidated statement of comprehensive income in respect of these loan notes. Included in the fair value is interest charged at 0.5% above the Lloyds PLC Commercial lending rate. These loan notes are unsecured.

The loan notes are due for repayment on the tenth anniversary of the instrument, on 8 January 2031, and so have been classified as being due in more than 5 years. 

The preference shares are converted into ordinary shares on a one-for-one basis, in the event of a qualifying IPO, and on a variable basis, in the event of a non-qualifying IPO. The instrument contains an equity component for the holder’s right to receive discretionary dividends on a pro-rata basis. The liability component contains a conversion option which provides a variable return to the holder, therefore, the liability component is classified as a non-basic financial instrument.


22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Amounts falling due after more than 5 years

Debenture loans
28,269,505
27,843,321
28,269,505
27,843,321

28,269,505
27,843,321
28,269,505
27,843,321

28,269,505
27,843,321
28,269,505
27,843,321


Page 44

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.


Financial instruments

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Preference shares and related finance costs
74,802,092
90,630,000
74,802,092
90,630,000

Loan notes
28,269,505
27,843,321
28,269,505
27,843,321

Deferred consideration
2,085,480
-
-
-

105,157,077
118,473,321
103,071,597
118,473,321


Financial liabilities measured at fair value through profit and loss comprise preference shares and related finance costs and loan notes. For further information, see notes 2.28 and 3(iii-v).

The fair value gain on financial instruments of £16,113,377 recognised in the Consolidated statement of comprehensive income comprises a £15,827,908 fair value gain arising from the remeasurement of the preference share liability and a £285,469 fair value gain arising from the remeasurement of deferred consideration receivable. 

The preference share liability decreased from £90,630,000 at 31 December 2024 to £74,802,092 at 31 December 2025, resulting in the £15,827,908 fair value gain recognised during the year.

On 14 January 2025, following the disposal of Ceva Hampton Limited (previously Touchlight Aquaculture Limited) to Ceva Animal Health Limited, deferred consideration receivable was initially recognised at fair value of £1,800,011. The deferred consideration represents the Group’s entitlement to further consideration payable on achievement of certain regulatory and commercial milestones through to 2034. At 31 December 2025, the deferred consideration was remeasured to £2,085,480, resulting in a fair value gain of £285,469 during the year. The year-end fair value was determined using a probability-weighted discounted cash flow model incorporating the probability of achievement and expected timing of the relevant regulatory and commercial milestones and the applicable discount rate.

Page 45

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.


Called up share capital

2025
2024
£
£
Allotted, called up and fully paid



927,164 (2024: 926,881) Ordinary shares of £0.01 each
9,272
9,269
186,375 (2024: 186,375) Preference shares of £0.01 each
1,864
1,864
89,000 (2024: 89,000) B Ordinary shares of £0.01 each
890
890

12,026

12,023

The ordinary, B ordinary and preference shareholders carry full voting rights. 

On 28 January 2025 the Company issued 233 Ordinary shares with an aggregate nominal value of £2.33 following the exercise of share options, for a total consideration of £20,970.

On 1 August 2025 the Company issued 50 Ordinary shares with an aggregate nominal value of £0.50 following the exercise of share options, for a total consideration of £2,380.

Preference shareholders are entitled to a fixed cash preferential dividend at the rate of 8% per annum on a non-compounding cumulative basis of the issued price per preference share. The preference share liability included in creditors falling due after one year is £74,802,092 
(2024: £90,630,000) as shown in note 21.

After payment of the preference dividend, any available profits will be distributed among the equity shareholders (comprising ordinary, B ordinary and preference shareholders), pari passu as if the equity shares constituted one class of shares, and pro- rated to their respective holding of equity shares. 

On distribution of assets on liquidation or return of capital, preference shareholders will first receive the preference amount per share held. Ordinary shareholders then receive a catchup amount per share, of the preference amount per share. Any surplus of assets will then be distributed among the equity shareholders pro- rated to their respective holding of equity shares. Notwithstanding any such return of capital above, the B ordinary shares shall have deducted from the initial amount of any such return attributable to the B ordinary shares an amount of £9.82 per B ordinary share. This is subject to the holders of the B ordinary shares receiving a minimum of 0.01% of such return per share held by them.



Page 46

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

25.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

Share option reserve

This reserve reflects movements on the share options granted to subsidiaries.

Merger reserve

This reserve represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the Group's share of its identifiable assets and liabilities of the acquiree at the beginning of the financial year in which the combination occurred.

Profit and loss account

This reserve records retained earnings and accumulated losses.


26.


Share-based payments

Weighted average exercise price (£)
2025
Number
2025
Weighted average exercise price
(£)
2024
Number
2024

Outstanding at the beginning of the year

61.17

129,385

61.69
 
133,425
 
Granted during the year

17.60

11,392

0.01
 
12,890
 
Exercised during the year

82.51

(283)

 
-
 
Expired or cancelled during the year

33.45

(10,477)

17.88
 
(16,930)
 
Outstanding at the end of the year
59.54

130,017

61.17
 
129,385
 


During the year, the total charge relating to share-based payments amounted to £933,069 (2024: £1,467,183).

During the year, none of the directors exercised any share options, and no gains were realised from the exercise of share options.


27.


Debentures and charges

The Group is party to a debenture alongside other group undertakings in favour of Bridford Group Limited as security agent for the lenders. The debenture includes a floating charge over all the assets and undertaking of the Company and contains a negative pledge. The charge secures amounts owed under the Group’s financing arrangements.

Page 47

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

28.


Parent Company guarantee

In accordance with section 479A of the Companies Act 2006, the parent Company has guaranteed the liabilities of its subsidiary companies, Lightbio Limited (registered number: 11845932), Touchlight Genetics Limited (registered number: 06422158), Touchlight DNA Services Limited (registered number: 09905309) and Touchlight IP Limited (registered number: 09272417). Accordingly, the subsidiary companies are exempt from the requirements of the Companies Act 2006 relating to the audit of its individual financial statements.


29.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. At the year end the amount included in creditors in respect of unpaid pension contributions was £99,679 (2024: £86,527).


30.


Commitments under operating leases

At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
495,000
495,000

Later than 1 year and not later than 5 years
1,980,000
1,980,000

Later than 5 years
14,956,911
15,451,911

17,431,911
17,926,911


31.Other financial commitments

As at 31 December 2025, the total contracted for capital expenditure and purchases of raw materials and services was £341,053 (2024: £1,436,205) for the Group and £Nil (2024: £7,170) for the Company. 

Page 48

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

32.


Related party transactions

Remuneration payable to key management personnel from the Group amounted to £2,113,202 for the year ended 31 December 2025 (2024: £2,534,487). No remuneration was paid to key management personnel by the parent Company in the current or prior year.  

During the year, the Group advanced £Nil 
(2024: £43,400) to a subsidiary undertaking, which is not wholly owned. At 31 December 2025, £Nil (2024: £139,400) was due to the Group from the indirect subsidiary undertaking. The balance due to the Group was unsecured, interest free and repayable on demand. 

During the year, the Group paid £594,000
 (2024: £601,200) to a shareholder of Touchlight Holdings Limited in respect of rent for the premises occupied by the Group. At 31 December 2025, the balance due from the shareholder to the Group amounted to £Nil (2024: £Nil). The balance is unsecured, interest free and repayable on demand. 

During 2021, the parent Company issued loan notes to shareholders of TAAV Biomanufacturing Solutions Ltd (an entity in which the Group held a 50% stake), which included £24,049,834 loan notes issued to directors of the parent Company. A total of £20,407,008 of the loan notes issued to directors of the parent Company were either sold, converted into shares of Touchlight Holdings Limited or converted into cash during the year ended 31 December 2021. At 31 December 2025, a total of £3,642,836 
(2024: £3,642,826) of loan notes were held by directors of the parent Company. The loan notes are unsecured and bear interest at 0.5% above the Lloyds Bank Plc Commercial Lending Rate. 

The Group has an outstanding payable balance to a participating interest of £Nil 
(2024: £93,100), which is included within creditors due within 1 year. The participating interest is the non controlling interest of a group subsidiary.

During the year, the Group incurred an arrangement fee of £250,000 
(2024: £Nil) in respect of a shareholder facility. In addition, the Group incurred a commitment fee of £120,000 (2024: £Nil) relating to the same shareholder facility. At 31 December 2025, no balances were outstanding between the Group and the shareholder in respect of these fees. 


33.


Post balance sheet events

Subsequent to the balance sheet date, the Company drew down £5,500,000 under its existing shareholder loan facility to provide additional working capital funding for the Group’s operations.

In addition, the Group received a milestone payment of £5,000,000 under its collaboration agreement with Ceva, following the achievement of a contractual milestone.

34.


Controlling party

It is in the opinion of the directors that there is no one controlling party.

 
Page 49