Company registration number 04202562 (England and Wales)
LOCATE BIO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
PAGES FOR FILING WITH REGISTRAR
LOCATE BIO LIMITED
COMPANY INFORMATION
Directors
Dr. I R Wilding
Mr. J von Benecke
Mr. K Valentine
Mercia Fund Management (Nominees) Limited
(Appointed 17 September 2025)
Company number
04202562
Registered office
MediCity
Thane Road
Beeston
Nottingham
United Kingdom
NG90 6BH
Auditor
Azets Audit Services
Orion House (Ground Floor)
Orion Way
Kettering
Northamptonshire
United Kingdom
NN15 6PE
LOCATE BIO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
LOCATE BIO LIMITED
BALANCE SHEET
AS AT
31 OCTOBER 2025
31 October 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
59,014
101,701
Investments
5
2,404,241
2,047,170
2,463,255
2,148,871
Current assets
Debtors
7
556,700
648,784
Cash at bank and in hand
5,035,897
7,872,296
5,592,597
8,521,080
Creditors: amounts falling due within one year
8
(699,654)
(510,757)
Net current assets
4,892,943
8,010,323
Net assets
7,356,198
10,159,194
Capital and reserves
Called up share capital
10
923
922
Share premium account
11
27,720,927
27,191,870
Capital redemption reserve
800
800
Other reserves
41,570
5,996
Profit and loss reserves
(20,408,022)
(17,040,394)
Total equity
7,356,198
10,159,194

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 28 October 2026 and are signed on its behalf by:
Mr. J von Benecke
Director
Company registration number 04202562 (England and Wales)
LOCATE BIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
- 2 -
1
Accounting policies
Company information

Locate Bio Limited is a private company limited by shares incorporated in England and Wales. The registered office is MediCity, Thane Road, Beeston, Nottingham, United Kingdom, NG90 6BH.

1.1
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 £.

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

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

The directors have prepared the financial statements on a going concern basis. However, the company's ability to continue as a going concern is dependent upon obtaining additional investment funding in order to meet its forecast cash requirements and continue its operations.

 

At the date of approval of these financial statements, the company is in the process of negotiating additional funding of £3.0 million, however, this has not been unconditionally secured. Whilst the directors are actively progressing the funding arrangements and have a reasonable expectation that this will be obtained, its successful completion is not wholly within the company's control.

 

Notwithstanding the directors' confidence in securing the required funding, until such time as binding commitments are made, the company's ability to obtain sufficient funding to support its operations remains uncertain. Accordingly, this represents a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern and therefore to continue realising its assets and discharging its liabilities in the normal course of business.

 

These financial statements have been prepared on the going concern basis and do not include any adjustments that would result if the company were unable to continue as a going concern.

 

1.3
Tangible fixed assets

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

Depreciation 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:

Laboratory equipment
25%/33%/66% on cost
Computer equipment
50% on cost
Office equipment
25% on cost
LOCATE BIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 3 -

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.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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). 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.

1.6
Cash at bank and in hand

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 current liabilities.

1.7
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 in the company's balance sheet 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 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.

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 deducting all of its liabilities.

LOCATE BIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 4 -
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.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.9
Taxation

The tax credit represents the sum of the tax currently receivable as a consequence of the research and development tax credit.

Current tax

The tax currently receivable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

LOCATE BIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 5 -
1.10
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.

 

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

1.11
Retirement benefits

Payments to salary sacrifice retirement benefit schemes are charged as an expense as they fall due.

1.12
Share-based payments

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

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.13
Leases

Rentals 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 except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.15

Grant income

Grants are recognised in the profit and loss account so as to match them with the revenue expenditure to which they are intended to contribute. Grants relating to fixed assets are deferred and recognised over the useful life of the related fixed asset.

LOCATE BIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 6 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
15
15
4
Tangible fixed assets
Laboratory equipment
Computer equipment
Office equipment
Total
£
£
£
£
Cost
At 1 November 2024
608,659
22,015
10,349
641,023
Additions
25,195
2,041
-
0
27,236
Disposals
(8,933)
(8,389)
(3,289)
(20,611)
At 31 October 2025
624,921
15,667
7,060
647,648
Depreciation and impairment
At 1 November 2024
509,696
19,694
9,932
539,322
Charged in the year
66,527
2,281
267
69,075
Disposals
(8,235)
(8,389)
(3,139)
(19,763)
At 31 October 2025
567,988
13,586
7,060
588,634
Carrying amount
At 31 October 2025
56,933
2,081
-
0
59,014
At 31 October 2024
98,963
2,321
417
101,701
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
2,404,241
2,047,170
LOCATE BIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
5
Fixed asset investments
(Continued)
- 7 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 November 2024
2,047,170
Additions
357,071
At 31 October 2025
2,404,241
Carrying amount
At 31 October 2025
2,404,241
At 31 October 2024
2,047,170
6
Subsidiaries

Details of the company's subsidiaries at 31 October 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Locate Bio, Inc
1209 Orange Street, Wilmington, Delaware, 19801 USA
Ordinary
100
Locate Bio Pty Ltd
Suite 15, 828 High Street, Kew East, Victoria 3102, Australia
Ordinary
100
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
350,227
375,447
Amounts owed by group undertakings
-
0
79,719
Other debtors
90,444
80,909
Prepayments and accrued income
116,029
112,709
556,700
648,784
LOCATE BIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 8 -
8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
91,415
54,907
Amounts owed to group undertakings
67,147
23,010
Taxation and social security
29,267
31,869
Other creditors
98,610
93,306
Accruals and deferred income
413,215
307,665
699,654
510,757
9
Share-based payment transactions
Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £35,574 (2024 - £4,743) which related to equity settled share based payment transactions.

10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £0.0001 each
6,450,414
6,450,414
645
645
A Ordinary of £0.0001 each
2,544,796
2,544,796
255
255
B Ordinary of £0.000001 each
2,015,985
2,015,985
2
2
B1 Ordinary of £0.000001 each
20,858,947
20,404,612
21
20
B2 Ordinary of £0.000001 each
481,360
481,360
-
0
-
0
32,351,502
31,897,167
923
922

There are a total of 4,548,273 share options that have been granted that have not lapsed and a further 214,987 share options that remain unissued.

 

11
Share premium account
2025
2024
£
£
At the beginning of the year
27,191,870
18,436,608
Issue of new shares
495,225
9,183,726
Share issue expenses
33,832
(428,464)
At the end of the year
27,720,927
27,191,870
LOCATE BIO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 9 -
12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report was unqualified and includes the following:

Opinion

In our opinion the financial statements:

 

Material uncertainty related to going concern
We draw attention to note 1.2 in the financial statements, which indicates that the Company is dependent on obtaining additional investment funding of £3.0 million in order to meet its forecast cash requirements and continue its operations. As stated in note 1.2, at the date of approval of the financial statements this funding had not been unconditionally secured and its successful completion is not wholly within the control of the Company.

As stated, these events or conditions 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.
Senior Statutory Auditor:
Mr Paul Tyler
Statutory Auditor:
Azets Audit Services
Date of audit report:
29 October 2026
13
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
368,657
589,234
14
Events after the reporting date

On 13 February 2026 the company purchased a further 500,000 AUD$1 Ordinary Shares in Locate Bio Pty Limited.

 

15
Parent company

There is not considered to be any one ultimate controlling party.

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