ACCOUNTS - Final Accounts preparation

Registered number: 07844808

CIBUS EUROPE LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2025

CIBUS EUROPE LIMITED

REGISTERED NUMBER:07844808

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		Restated 2024
Note		£		£


Current assets
Debtors: amounts falling due within one year	4	1		247,321
Cash at bank and in hand	5	10,720		47,946
		10,721		295,267
Creditors: amounts falling due within one year	6	(34,493)		(190,011)
Net current (liabilities)/assets			(23,772)		105,256
Total assets less current liabilities			(23,772)		105,256

Net (liabilities)/assets			(23,772)		105,256

Capital and reserves
Called up share capital	7	1	1
Capital contribution reserve		967,533	576,009
Profit and loss account		(991,306)	(470,754)
		(23,772)	105,256

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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

Cibus Europe BV

Director
Acting by Carlo Broos, authorised signatory

Date: 25 September 2026

The notes on pages 4 to 10 form part of these financial statements.

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CIBUS EUROPE LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2025 (as restated)	1	576,009	(470,754)	105,256

Loss for the year	-	-	(520,552)	(520,552)
Contributions by and distributions to owners
Share based payment expense	-	391,524	-	391,524
At 31 December 2025	1	967,533	(991,306)	(23,772)

The notes on pages 4 to 10 form part of these financial statements.

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CIBUS EUROPE LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024 (as previously stated)	1	-	94,217	94,218
Prior year adjustment	-	421,074	(421,074)	-
At 1 January 2024 (as restated)	1	421,074	(326,857)	94,218

Loss for the year	-	-	(143,897)	(143,897)
Contributions by and distributions to owners
Share based payment expense	-	154,935	-	154,935
At 31 December 2024 (as restated)	1	576,009	(470,754)	105,256

The notes on pages 4 to 10 form part of these financial statements.

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CIBUS EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	GENERAL INFORMATION

Cibus Europe Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Salt Quay House, 4 North East Quay, Sutton Harbour, Plymouth, PL4 0BN, United Kingdom.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

GOING CONCERN

The Company has generated a loss after tax of £520,552 in the current year (2024: loss of £143,897), this includes current and prior year share-based payment expenses of £391,524 (2024: £154,935) which have been funded by capital contributions from the ultimate parent entity. Excluding these transactions, the Company made a loss after tax of £129,028 (2024: profit of £11,038). At the year end date the Company had net current liabilities of £23,772 (2024: net current assets of £105,256).

The Company is reliant on management charge income charged to another company in the group, Cibus US LLC to cover the operational costs associated with the business, as no external revenue is generated.

Due to the financial position of Cibus Inc Group (ultimate controlling party), a material uncertainty in respect of going concern was presented in the December 2025 Group Financial Statements and the Directors do not consider the position to have sufficiently improved in the period to date. Without continued support, the UK Company would be unable to continue to operate. The Directors have therefore concluded that a material uncertainty exists in relation to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern.

The Directors' assumptions and outlook assume continued support to finance business operations. The financial statements do not reflect the adjustments that would be necessary should the ability of the Company to trade be jeopardised due to the loss of such support.

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CIBUS EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.3

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.4

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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:

Rendering of services

Revenue 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 Company 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.

2.5

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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CIBUS EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.6

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.7

SHARE-BASED PAYMENTS

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

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 Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

2.8

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 operates and generates income.

2.9

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.

2.10

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.

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CIBUS EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.11

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.

EMPLOYEES

The average monthly number of employees, including directors, during the year was 2 (2024:2).

DEBTORS

					2025	2024
					£	£


Amounts owed by group undertakings	-	247,320
Other debtors	1	1
	1	247,321

5.	CASH AND CASH EQUIVALENTS
		2025	2024
		£	£

Cash at bank and in hand	10,720	47,946
	10,720	47,946

6.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2025	2024
		£	£

Trade creditors	5,166	427
Amounts owed to group undertakings	-	162,486
Corporation tax	8,195	4,842
Other taxation and social security	9,802	9,552
Other creditors	-	257
Accruals and deferred income	11,330	12,447
	34,493	190,011

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CIBUS EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	SHARE CAPITAL
		2025	2024
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

1 (2024:1) Ordinary share of £1.00	1	1

8.	SHARE-BASED PAYMENTS

The Company's ultimate parent undertaking, Cibus Inc., operates an equity-settled share-based remuneration scheme for certain employees of the Group. Under the terms of the scheme, awards vest over specified periods subject to the employee remaining in continuous employment throughout the relevant vesting period. On 11 November 2025, the employee surrendered all remaining unvested awards and, in accordance with FRS 102 Section 26, this surrender was accounted for as a cancellation of the awards. Accordingly, the disclosures below set out the position immediately prior to the cancellation, being 10 November 2025.

During 2023, Cibus Inc. granted 29,989 Class A restricted stock awards to an employee of Cibus Europe Limited. The awards were granted at a fair value of $31.50 per share, being the quoted market price on the grant date. The awards vest over periods ranging from six months to three years. During the year ended 31 December 2023, 16,413 awards vested, followed by a further 5,940 awards during the year ended 31 December 2024 and 3,670 awards during the period ended 10 November 2025. Accordingly, 3,966 awards remained unvested immediately prior to the cancellation.

On 11 November 2024, Cibus Inc. granted a further 49,500 restricted stock awards to an employee of Cibus Europe Limited. These awards vest over periods ranging from three to four years. During the year ended 31 December 2024, 2,113 awards vested and a further 12,597 awards vested during the period ended 10 November 2025, leaving 34,790 awards unvested immediately prior to the cancellation.

On 24 March 2025, Cibus Inc. granted an additional 15,750 restricted stock awards to an employee of Cibus Europe Limited. These awards vest over periods ranging from three to four years. During the period ended 10 November 2025, 2,384 awards vested, leaving 13,366 awards unvested immediately prior to the cancellation.

Following the surrender of the remaining 52,122 unvested awards on 11 November 2025, the Company accounted for the transaction as a cancellation in accordance with FRS 102 Section 26. Consequently, the Company recognised immediately the amount that would otherwise have been recognised over the remainder of the vesting period, resulting in an additional share-based payment charge of £248,524 in the period. A corresponding capital contribution from Cibus Inc. has been recognised within equity.

The total charge recognised in respect of share-based payment transactions during the period amounted to £391,524 (2024: £146,457). As the awards were granted by the Company's ultimate parent undertaking, a corresponding capital contribution has been recognised within equity.

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CIBUS EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

RESERVES

Capital contribution reserve

This reserve represents a capital contribution which has arisen from the accounting of the ultimate parent Cibus Inc.'s share based payment schemes as the Company is not reimbursing its parent company for the share based payment expenses recognised during the vesting period and due to the subsequent cancellation of shares awarded in respect of staff employed by this Company. Full disclosure of the schemes is provided in note 8.

Profit and loss account

Includes all current and prior year retained profits and losses.

10.	PRIOR YEAR RESTATEMENT

During the year, the directors have considered it appropriate to present separately the capital contribution value in the equity section of the balance sheet, given its non-distributable status as they have concluded this provides useful information for the user of the accounts. A prior year adjustment has been recorded, so that this is consistently applied throughout.

The comparative balance sheet has therefore been restated to reclassify the cumulative capital contributions from the profit and loss reserve to a separate capital contribution within equity. The restatement is for £576,009 and has no impact on total equity or profit for the year.

11.	PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,321 (2024: £1,321).

12.	RELATED PARTY TRANSACTIONS
	As the company is a wholly owned subsidiary of Cibus Inc, the company has taken advantage of the exemption contained in section 33.1A of FRS 102, and not disclosed transactions or balances with wholly owned subsidiaries which form part of the group.

13.	CONTROLLING PARTY

The company's ultimate controlling party is Cibus Inc. The registered office is Cibus Inc, 6455 Nancy Ridge Drive, San Diego 92121, United States, USA.

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CIBUS EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:

Material uncertainty related to going concern

We draw attention to note 2.2 in the financial statements, which indicates that the Company is reliant on continued Group support and due to the financial position of the Group has concerns regarding the ability of the Group to provide sufficient support. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The audit report was signed on 25 September 2026 by Kevin Connor FCA (Senior statutory auditor) on behalf of Bishop Fleming Audit Limited.

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