REGISTERED NUMBER: 12109297 (England and Wales)

Nucleome Therapeutics Limited

Financial Statements for the Year Ended 31 December 2025

Page

Company Information

1

Statement of Financial Position

2

Statement of Changes in Equity

3

Notes to the Financial Statements

4

DIRECTORS:

Dr R A R Al-Hallaq

Dr B Anninga

M Bodmer

J Davis

Dr R G Greig

Dr J P Hepple

J R Hughes

Dr N Ishnazarova

REGISTERED OFFICE:

Inventa

Botley Road

Oxford

United Kingdom

OX2 0HA

REGISTERED NUMBER:

12109297 (England and Wales)

AUDITORS:

RSM UK Audit LLP

Statutory Auditor

Chartered Accountants

Davidson House

Forbury Square

Reading

Berkshire

RG1 3EU

FIXED ASSETS

Intangible assets

4

55,185

59,223

Tangible assets

5

1,096,393

1,547,087

1,151,578

1,606,310

CURRENT ASSETS

Debtors

6

4,012,395

4,415,846

Investments

7

-

6,025,242

Cash at bank

7,662,121

12,290,608

11,674,516

22,731,696

CREDITORS

Amounts falling due within one year

8

1,442,324

1,312,735

NET CURRENT ASSETS

10,232,192

21,418,961

TOTAL ASSETS LESS CURRENT LIABILITIES

11,383,770

23,025,271

CAPITAL AND RESERVES

Called up share capital

10

1,019

1,014

Share premium

42,348,233

42,348,231

Retained earnings

(30,965,482

)

(19,323,974

)

SHAREHOLDERS' FUNDS

11,383,770

23,025,271

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 10 March 2026 and were signed on its behalf by:

M Bodmer - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 August 2024

1,011

(15,554,165

)

42,348,227

26,795,073

Changes in equity

Issue of share capital

3

-

4

7

Total comprehensive income

-

(3,769,809

)

-

(3,769,809

)

Balance at 31 December 2024

1,014

(19,323,974

)

42,348,231

23,025,271

Changes in equity

Issue of share capital

5

-

2

7

Total comprehensive income

-

(11,641,508

)

-

(11,641,508

)

Balance at 31 December 2025

1,019

(30,965,482

)

42,348,233

11,383,770

1.	STATUTORY INFORMATION

Nucleome Therapeutics Limited is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is Inventa, Botley Road, Oxford, OX2 0HA.

2.	ACCOUNTING POLICIES

Accounting convention

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

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

Going concern

During the period the company made a loss after tax of £11,641,508 (Five-month period ended 31 December 2024: £3,769,809) and had net current assets as at 31 December 2025 of £10,232,192 (2024: £21,418,961).

As part of their going concern assessment, the directors have prepared budgets and cash flow forecasts to assess the cash requirement to continue in operational existence for a period of 12 months from the date of the approval of these financial statements. The cash flow forecast prepared suggests the current cash reserves would continue to support business operations through to August 2026. The directors have confirmed that additional funding will be required to enable the company to continue to meet its liabilities as they fall due and to allow it to continue further research and development activities for a period of at least 12 months from the date of signing these financial statements. The need for additional funding is consistent with the long-term business plan and company objectives.

The company intends to raise additional funding through an equity issue however, the timing and successful completion of securing the planned funding is uncertain. The funding round is expected to be supported by the existing and additional investors. The directors have identified that timing and successful completion of the planned funding represents a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern. However, whilst noting this material uncertainty, the directors are of the opinion that it is appropriate to adopt the going concern basis in the preparation of the financial statements due to the directors having a reasonable belief that the required funding will be secured.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the provision of research projects in the normal course of business, and is shown net of VAT.

Turnover from contracts for the provision of research projects is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, turnover is recognised only to the extent of the expenses recognised that is probably will be recovered.

Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Licence fee

20 years straight line basis

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings

10 years straight line method

Laboratory equipment

5 years straight line method

Computer equipment

3 years straight line method

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Taxation

The tax expense represents amounts receivable by the company in respect of R&D tax credits. Current tax assets are recognised when tax paid exceeds the tax payable.

Current tax is charged or credited to profit or loss, except when it related to items charged or credited to other comprehensive income, or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.

Current tax assets and current tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.

Current tax is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

Research and development expenditure

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to profit or less, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

Leases

Rental payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

Employee benefits

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

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

Retirement benefits

For defined contribution schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments, including cash at bank and in hand and investments which relate to short term deposits.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include other debtors and cash and bank balances, are initially measured at transaction price including the transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transactions, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, included trade and other creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of transaction costs.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 44 (2024 - 44 ) .

4.	INTANGIBLE FIXED ASSETS

Licence

fee

£

COST

At 1 January 2025

and 31 December 2025

80,758

AMORTISATION

At 1 January 2025

21,535

Amortisation for year

4,038

At 31 December 2025

25,573

NET BOOK VALUE

At 31 December 2025

55,185

At 31 December 2024

59,223

5.	TANGIBLE FIXED ASSETS

Leasehold

land and

Laboratory

Computer

buildings

equipment

equipment

Totals

£

£

£

£

COST

At 1 January 2025

243,619

1,926,252

252,834

2,422,705

Additions

-

18,700

6,876

25,576

Disposals

-

(68,111

)

-

(68,111

)

At 31 December 2025

243,619

1,876,841

259,710

2,380,170

DEPRECIATION

At 1 January 2025

2,030

734,986

138,602

875,618

Charge for year

24,362

349,906

55,624

429,892

Eliminated on disposal

-

(21,733

)

-

(21,733

)

At 31 December 2025

26,392

1,063,159

194,226

1,283,777

NET BOOK VALUE

At 31 December 2025

217,227

813,682

65,484

1,096,393

At 31 December 2024

241,589

1,191,266

114,232

1,547,087

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

7.	CURRENT ASSET INVESTMENTS

2025

2024

£

£

Other investments

-

6,025,242

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

345,786

503,421

Taxation and social security

138,825

125,177

Other creditors

957,713

684,137

1,442,324

1,312,735

Included within trade creditors is £4,843 (2024: £nil) related to consultancy services provided by a director. The total expenditure during the year on these services was £21,391 (2024: £nil).

9.	LEASING AGREEMENTS

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

2025

2024

£

£

Within one year

1,507,761

1,633,408

Between one and five years

1,130,821

2,638,582

2,638,582

4,271,990

10.	CALLED UP SHARE CAPITAL

2025

2024

2025

2024

Number

Number

£

£

Issued and fully paid

Ordinary shares of £0.00001 each

12,820,147

12,332,737

128

124

Series A shares of £0.00001 each

36,179,340

36,179,340

362

362

Deferred shares of £0.00001 each

52,868,565

52,868,565

528

528

101,868,052

101,380,642

1,018

1,014

Between 28 March 2025 and 15 September 2025, the company issued 487,410 Ordinary shares with a nominal value of £0.00001 at £0.00001 per share.

The deferred shares have attached to them no voting or dividend rights. On a return of capital, after the Company has paid its liabilities, holders of the shares are entitled to payment from the surplus assets of a total of £0.01 for the entire class of deferred shares (which payment shall be deemed satisfied by payment to any one holder of deferred shares). The deferred shares are redeemable.

11.	AUDIT REPORT INFORMATION