Company No: SC467513 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2026		2025
		£		£
Fixed assets
Intangible assets	6	194,317		212,189
Tangible assets	7	109,499		152,315
		303,816		364,504
Current assets
Debtors	8	448,118		417,988
Cash at bank and in hand		1,281,535		2,306,879
		1,729,653		2,724,867
Creditors: amounts falling due within one year	9	( 214,654)		( 281,235)
Net current assets		1,514,999		2,443,632
Total assets less current liabilities		1,818,815		2,808,136
Creditors: amounts falling due after more than one year	10	( 74)		( 1,628)
Net assets		1,818,741		2,806,508
Capital and reserves
Called-up share capital	11	30		30
Share premium account		12,152,705		12,152,705
Profit and loss account		( 10,333,994 )		( 9,346,227 )
Total shareholders' funds		1,818,741		2,806,508

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Elasmogen Limited (registered number: SC467513) were approved and authorised for issue by the Board of Directors on 06 October 2026. They were signed on its behalf by:

Dr Caroline Barelle Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Elasmogen Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Liberty Building, Foresterhill, AB25 2ZP, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The financial statements have been prepared on a going concern basis.

The directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. These forecasts indicated that the Company would require additional funding during this period in order to support the planned business operation.

Subsequent to the year end, the company has completed a new funding round with funding from existing investors. The receipt of these funds will significantly strengthen the Company's cash position and provide funding for the Company's forecast operational requirements.

Having considered the post year end funding received, together with the Company's forecasts and available resources, the directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover represents the amounts (excluding value added tax) derived from the provision of services to customers and from licence and collaborative agreements. Turnover from access and licence agreements is recognised when it is earned, as defined in the contract, and can be reliably estimated.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

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

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

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant using the Black-Scholes model. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets is reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

6 - 20 years straight line

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is between three and five years. Provision is made for any impairment.

Trademarks, patents and licences

Separately acquired patents and trademarks are included at cost and amortised in equal annual instalments over a period of [amount of years] years which is their estimated useful economic life. Provision is made for any impairment.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery	25 - 50 % reducing balance
	3 years straight line
Computer equipment	3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the Company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company 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. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

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

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the Company will comply with conditions attaching to them and the grants will be received.

A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts recognised. The following are the critical judgements that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

3. Employees

	2026		2025
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	11		17

4. Directors' remuneration

	2026		2025
	£		£
Directors' emoluments	262,717		273,028

5. Share-based payments

Equity-settled share-based payment schemes

The Company has a share option scheme for all employees.

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period is four years. If the options remain unexercised after a period of ten years from the date of grant the options expire. Options are forfeited if the employee leaves the Company before the options vest.

Details of the share options outstanding during the financial year are as follows:

	2026			2025
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	126,785	3.00		155,859	3.00
Forfeited during the period	( 1,382)	0		( 29,074)	0
Outstanding at the end of the period	125,403	0		126,785	3.00
Exercisable at the end of the period	0	0		0	0

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the "vesting date")

The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

The share options are of equity-settled EMI options and have a maximum term of 5 years.

The Company recognised total expenses of £53,807 and £75,667 related to equity -settled share-based payment transactions in 2026 and 2025 respectively.

6. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 February 2025	357,438		357,438
At 31 January 2026	357,438		357,438
Accumulated amortisation
At 01 February 2025	145,249		145,249
Charge for the financial year	17,872		17,872
At 31 January 2026	163,121		163,121
Net book value
At 31 January 2026	194,317		194,317
At 31 January 2025	212,189		212,189

7. Tangible assets

	Plant and machinery		Computer equipment		Total
	£		£		£
Cost
At 01 February 2025	322,765		37,683		360,448
At 31 January 2026	322,765		37,683		360,448
Accumulated depreciation
At 01 February 2025	179,349		28,784		208,133
Charge for the financial year	35,945		6,871		42,816
At 31 January 2026	215,294		35,655		250,949
Net book value
At 31 January 2026	107,471		2,028		109,499
At 31 January 2025	143,416		8,899		152,315

8. Debtors

	2026		2025
	£		£
Corporation tax	221,856		299,561
Other debtors	226,262		118,427
	448,118		417,988

9. Creditors: amounts falling due within one year

	2026		2025
	£		£
Bank loans	1,757		5,324
Trade creditors	96,759		147,617
Other taxation and social security	23,215		52,366
Other creditors	92,923		75,928
	214,654		281,235

There are no amounts included above in respect of which any security has been given by the company.

10. Creditors: amounts falling due after more than one year

	2026		2025
	£		£
Bank loans	0		1,628
Other creditors	74		0
	74		1,628

There are no amounts included above in respect of which any security has been given by the company.

11. Called-up share capital

	2026		2025
	£		£
Allotted, called-up and fully-paid
1,860,995 Ordinary shares of £ 0.00001 each	19		19
1,094,802 Ordinary "A" Class shares of £ 0.00001 each	11		11
	30		30

12. Events after the Balance Sheet date

Subsequent to the year end, the company entered into a supplemental investment agreement with existing investors comprising BGF Investments LP, Scottish National Investment Bank plc and Scottish Enterprise. Under the terms of the agreement, the investors committed aggregate funding of £1.1 million through subscriptions for loan notes, which was received in October 2026. The funding is intended to support the achievement of the company's strategic objectives and provide working capital to support continued growth.

As the agreement was entered into after the reporting date, this event has not been reflected in the amounts recognised in the financial statements for the year ended 31 January 2026.

13. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 January 2026 was unqualified.

The audit report was signed by Ryan Allan on behalf of AJB Scholes Ltd, Chartered Accountants.