REGISTERED NUMBER: 11109941 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

Exactmer Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTORS:

Professor A G Livingston

Dr C Bertulli

SECRETARY:

Haddleton & Co Limited

REGISTERED OFFICE:

John Eccles House

Robert Robinson Avenue

Oxford Science Park

Oxford

OX4 4GP

REGISTERED NUMBER:

11109941 (England and Wales)

ACCOUNTANTS:

Atraxa Consulting Limited

Brooke's Mill

Armitage Bridge

Huddersfield

West Yorkshire

HD4 7NR

FIXED ASSETS

Tangible assets

5

917,827

1,298,613

CURRENT ASSETS

Stocks

212

-

Debtors

6

1,442,714

1,569,951

Cash at bank

1,528,505

2,167,706

2,971,431

3,737,657

CREDITORS

Amounts falling due within one year

7

257,526

266,876

NET CURRENT ASSETS

2,713,905

3,470,781

TOTAL ASSETS LESS CURRENT LIABILITIES

3,631,732

4,769,394

CREDITORS

Amounts falling due after more than one year

8

(1,417,009

)

(1,408,937

)

PROVISIONS FOR LIABILITIES

(216,891

)

(299,993

)

NET ASSETS

1,997,832

3,060,464

CAPITAL AND RESERVES

Called up share capital

11

301

301

Share premium

99,900

99,900

Retained earnings

1,897,631

2,960,263

SHAREHOLDERS' FUNDS

1,997,832

3,060,464

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2026 and were signed on its behalf by:

Professor A G Livingston - Director

1.	STATUTORY INFORMATION

Exactmer Limited is a private company, limited by shares, registered in England and Wales and incorporated in the United Kingdom. The company's registered number if 11109941. The registered office is John Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford, OX4 4GP.

The presentation currency of the financial statements is pounds sterling.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis which assumes that the company will have sufficient funding available to enable it to continue to operate for the foreseeable future.

To date, the company has been financed by the issue of equity, grants received, revenue generated and a £1.25m working capital loan. The company anticipates further grant receipts and continued commercial revenue streams during the next financial year. The directors also expect to conclude a fund raise during the next nine months which will provided additional working capital for the company. Additionally, the directors are in discussions with the holder of the convertible loan notes to extend the repayment backstop date beyond its current date of July 2027. As a result, the directors are confident that they can control future costs and cash balances in such a manner that will allow the company to be able to pay its debts as and when they fall due.

The directors therefore believe that it is appropriate for the financial statements to be prepared on a going concern basis.

Revenue

Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duty. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on dispatch of the goods, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Services supplied to customers under contracts are recognised over the period of the contract based upon the level of completion of the work. The difference between the amount of income recognised and the amount invoiced on a particular contract is included in the balance sheet as either accrued or deferred income. Amounts included in accrued or deferred income due within one year are expected to be recognised within one year. Accrued income is included with current assets and deferred income is included within current liabilities.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

33% on cost and 20% on cost

Government grants

Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met, usually on submission of a valid claim for payment.

Government grants in respect of capital expenditure are credited to a deferred income account and are released to profit over the expected useful lives of the relevant assets by equal annual instalments.

Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

Financial assets and liabilities are recognised in the statement of financial position when the company becomes a party to the contractual provisions of the instrument. Financial assets are initially classified as at fair value through profit and loss, fair value through other comprehensive income or amortised cost depending on the company's business model for managing the financial asset and its cash flow characteristics. Financial assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost.

The table below sets out the company's accounting classification of each class of its financial assets and liabilities:

Note

Measurement

Financial assets

Trade and other debtors

9

Amortised cost

Cash at bank

Amortised cost

Financial liabilities

Trade and other creditors

10 and 11

Amortised cost

Accruals

10

Amortised cost

Loans and borrowings

11

Amortised cost

A. Trade and other debtors: Trade debtors are recorded initially at transaction price and subsequently measured at amortised cost. Trade debtors measured at amortised cost are carried at nominal value less a provision for any doubtful debts, if applicable.

B. Classification of financial liabilities and equity: Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

C. Trade creditors: Trade creditors are recorded initially at transaction price and subsequently measured at amortised cost. Generally, this results in their recognition at their nominal value.

D. Equity instruments: Equity instruments issued by the company are recorded at the consideration received, net of direct issue costs.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Internally generated intangible assets (development costs)

Expenditure on internally developed products is capitalised if it can be demonstrated that:

- It is technically feasible to develop that product for it to be sold

- Adequate resources are available to complete the development

- There is an intention to complete and sell the product

- The Group is able to sell the product

- Sale of the product will generate future economic benefits; and

- Expenditure on the project can be measured reliably.

Capitalised development costs are amortised over the periods the company expects to benefit from selling the products developed. The amortisation expense is included within administrative expenses in the income statement.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the income statement as incurred.

The directors have reviewed the expenditure on research and development incurred during the year and have determined that nne of the costs meet the criteria to be capitalised as development cost assets.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

Rentals payable under operating leases are charged in the income statement on a straight-line basis over the lease term. Lease incentives are recognised over the lease term on a straight-line basis.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share option schemes - equity settled transactions

The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined by using an appropriate pricing model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the company (market conditions) and non-vesting conditions. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance conditions are satisfied.

At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest or in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in cumulative expense since the previous balance sheet date is recognised in the income statement, with a corresponding entry in equity.

Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the income statement for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value expensed in the income statement.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 34 (2024 - 35 ) .

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

2,731,160

Additions

143,530

At 31 December 2025

2,874,690

DEPRECIATION

At 1 January 2025

1,432,547

Charge for year

524,316

At 31 December 2025

1,956,863

NET BOOK VALUE

At 31 December 2025

917,827

At 31 December 2024

1,298,613

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

25,674

108,500

Other debtors

1,417,040

1,461,451

1,442,714

1,569,951

Included within other debtors is accrued income of £337,072 (2024: £435,917) in respect of amounts due to the company from sales revenue contracts and grant claims. These amounts are expected to be received in early 2026.

Also included within other debtors is £978,657 (2024: £937,936) in respect of research and development tax credits receivable from HM Revenue and Customs.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

101,939

102,576

Taxation and social security

35,686

58,850

Other creditors

119,901

105,450

257,526

266,876

Included in other creditors is deferred capital grant income of £57,312 (2024: £57,312) which will be recognised in the income statement in 2026.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

1,417,009

1,408,937

Other creditors includes £73,632 (2024: £130,044) in respect of the long term portion of deferred capital grants. This is expected to be recognised in the income statement over the next three years.

Also included within other creditors is a convertible loan note issued to a third party of £1,343,377 including accrued interest (2024: £1,277,993). This loan is unsecured and bears interest at the rate of 5% per annum. The loan can be repaid at any time prior to the maturity date which is 23 July 2027. At the maturity date, the company has the option to convert the loan into equity shares.

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

60,426

206,128

Between one and five years

-

60,426

60,426

266,554

The company has a lease for its operating premises with a 3 year term term ending 17 April 2026. Annual rent of £206,128 is payable under this agreement. Renewal of this lease is currently being negotiated for the 2026 financial year.

10.	FINANCIAL INSTRUMENTS

Non-derivative financial assets

At the reporting date, the company held the following non-derivative financial assets, measured at amortised cost:

2025

2024

£

£

Due within 12 months

Cash and cash equivalents

1,528,505

2,167,706

Trade receivables

25,674

108,500

Tax receivable

978,657

937,936

Other receivables

18,161

18,161

2,550,997

3,232,303

Non-derivative financial liabilities

At the reporting date, the company held the following non-derivative financial liabilities, measured at amortised cost:

2025

2024

£

£

Due within 12 months

Trade payables

101,938

102,576

Other payables

46,330

29,127

148,268

131,703

Due between 1 and 2 years

Convertible loan

1,343,377

-

Due between 2 and 5 years

Convertible loan

-

1,277,993

Total financial liabilities

1,491,645

1,409,696

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

277,500

Ordinary £0.001

0.1p

278

278

22,500

T Ordinary

0.1p

23

23

301

301

12.	SHARE-BASED PAYMENT TRANSACTIONS

Share options

The Company has a Share Option Scheme under which it grants options over ordinary shares to certain Directors and employees of the Company. Options under these plans are exercisable at a range of exercise prices ranging from the nominal value of the Company's shares to the market price of the Company's shares on the date of the grant. The vesting period for shares is usually over a period of three years. The options are settled in equity once exercised. If the options remain unexercised for a period after 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the Company before the options vest.

The number and weighted average exercise prices of share options are as follows:

Weighted

average

exercise

EMI

Unapproved

price per

options

options

Total

share (p

)

At 1 January 2024

50,500

-

50,500

54.10

Granted during the year

20,500

-

20,500

54.10

Forfeited during the year

(3,000

)

-

(3,000

)

54.10

At 31 December 2024

68,000

-

68,000

54.10

Granted during the year

-

-

-

54.10

Forfeited during the year

(9,000

)

-

(9,000

)

54.10

At 31 December 2025

59,000

-

59,000

54.10

46,500 of share options outstanding at 31 December 2025 were eligible to be exercised as the employment period conditions had been met at 31 December 2025. Options have an exercise prices of 54.1 pence per share and have a weighted contractual life of 7.02 years (2024: 8.02 years).

The company has made a share-based payment charge in the financial statements for the year ended 31 December 2025 of £2,526 (2024: £5,265).