REGISTERED NUMBER: 13512661 (England and Wales)

NEUROCHASE HOLDINGS LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Prof S S Gill

Mrs S Kane

Mr K D Murdoch

Mr R Platek

REGISTERED OFFICE:

St Brandon's House

29 Great George Street

Bristol

BS1 5QT

REGISTERED NUMBER:

13512661 (England and Wales)

FIXED ASSETS

Investments

4

201

201

CURRENT ASSETS

Debtors

5

5,777,589

973,215

Cash at bank

2,354,437

15,446

8,132,026

988,661

CREDITORS

Amounts falling due within one year

6

9,765

3,904

NET CURRENT ASSETS

8,122,261

984,757

TOTAL ASSETS LESS CURRENT LIABILITIES

8,122,462

984,958

CREDITORS

Amounts falling due after more than one year

7

-

853,605

NET ASSETS

8,122,462

131,353

CAPITAL AND RESERVES

Called up share capital

8

1

1

Share premium

9

8,200,206

200,000

Retained earnings

9

(77,745

)

(68,648

)

SHAREHOLDERS' FUNDS

8,122,462

131,353

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2026.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2026 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 20 October 2026 and were signed on its behalf by:

Mrs S Kane - Director

1.	STATUTORY INFORMATION

Neurochase Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the company will continue in operational existence for the foreseeable future. In making this assessment, the directors have reviewed the company's current financial position, projected cash flows, working capital requirements and the financial position of the wider group.

The directors have considered the company's available cash resources, expected future expenditure and the continued support available from its shareholders and the wider group, where required. Based on this assessment, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.

Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Preparation of consolidated financial statements

The financial statements contain information about Neurochase Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Significant judgements and estimates

In the application of the company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less any accumulated impairment losses. Dividends or other distributions received from subsidiaries are recognised in the income statement in the period in which the right to receive payment is established.

Cash & cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments

The company has elected to apply the provisions of Section 11 "Basic 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 trade and other debtors, loans to related companies 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Basic financial liabilities

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

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 balance sheet date.

Impairment

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the assets cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2025 - 3 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2025

and 31 March 2026

201

NET BOOK VALUE

At 31 March 2026

201

At 31 March 2025

201

At the balance sheet date, the company held interests in the following subsidiaries:

Proportion of

Nature of

Name of Subsidiary

Country of Incorporation

Shares Held

Business

Neurochase Technologies Ltd

England and Wales

100%

IP Leasing

Neurochase Innovations Ltd

England and Wales

100%

IP Leasing

Neurochase Limited

England and Wales

100%

Research and

experimental

development of

biotechnology

The investments in the above subsidiaries are held at cost.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Amounts owed by group undertakings

5,773,216

973,215

Other debtors

4,373

-

5,777,589

973,215

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Taxation and social security

3,014

1,904

Other creditors

6,751

2,000

9,765

3,904

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2026

2025

£

£

Other creditors

-

853,605

8.	CALLED UP SHARE CAPITAL

Number:

Class:

Nominal value:

£

51,000

Ordinary A shares

0.00001

0.51

19,000

Ordinary B shares

0.00001

0.19

25,000

Ordinary C shares

0.00001

0.25

5,000

Ordinary D shares

0.00001

0.05

1,000

Ordinary E shares

0.00001

0.01

26,934

Series Seed Preferred shares

0.00001

0.27

1.28

During the year the company completed an equity funding round resulting in the issue of 26,934 Series Seed Preferred shares. The funding round resulted in an increase in the company's share premium reserve of £8,000,206.

Series Seed Preferred shares carry full voting and dividend rights. On a return of capital, the shares rank for a priority return and thereafter participate pro rata with the ordinary shares. The shares are convertible into F Ordinary Shares by notice and automatically upon certain events in accordance with the Articles of Association. The shares are non-redeemable.

9.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 April 2025

(68,648

)

200,000

131,352

Deficit for the year

(9,097

)

(9,097

)

Cash share issue

-

8,000,206

8,000,206

At 31 March 2026

(77,745

)

8,200,206

8,122,461

10.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption under paragraph 33.1A of FRS 102 from disclosing transactions with wholly-owned members of the group.

11.	ULTIMATE CONTROLLING PARTY

The controlling party is Professor Steven Gill.

12.	SECURITY CHARGES AND GUARANTEES

The Royal Bank of Scotland PLC hold fixed and floating charges over all assets of the company.