REG - Cardiogeni PLC - Annual Results to 31 March 2025

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RNS Number : 4956B  Cardiogeni PLC  30 September 2025

30 September 2025

Cardiogeni plc

("Cardiogeni" or the "Company")

 

Annual Results to 31 March 2025

 

Cardiogeni PLC  (AQSE: CGNI) is pleased to announce its audited results for
the 12 months ended 31 March 2025.

 

A copy of the annual report will be posted on the Company's website:
https://www.cardiogeni.com (https://www.cardiogeni.com)

 

The Directors of Cardiogeni PLC accept responsibility for this announcement.

 

Enquiries:

 

 Cardiogeni PLC
 Dr Darrin M Disley, Executive Chairman  Via First Sentinel

 Ajan Reginald, Executive Officer

 First Sentinel Corporate Finance Limited, Corporate Adviser
 Brian Stockbridge                       +44 (0) 7858 888007

 SP Angel Corporate Finance LLP, Corporate Broker
 David Hignell                            +44 20 3470 0470

 Vadim Alexandre

 Devik Mehta

ISIN: GB00BTBLFC12

 

About Cardiogeni

Founded by Nobel Laureate, Professor Sir Martin Evans, the Cardiogeni Group
("the Group") is developing a new class of life-saving cellular medicines. The
Group's platform technology enables the creation of unique (living) cells that
are engineered with a therapeutic function. The Group's lead product,
CLXR-001, is a patented engineered cellular medicine to treat heart failure
patients which is administered during coronary artery bypass grafting surgery.
The Group's novel tissue engineering technology was developed in-house by
Professor Sir Martin Evans and is protected by a portfolio of ~100
international patents and trademarks. CLXR-001 targets heart failure and
consists of a novel allogeneic (off-the-shelf) cell type, iMP cells,
engineered for cardiac regeneration.  Heart failure will affect 1 in 4 people
in their lifetime and is not reversible or curable. This technology is
expected to regenerate the damaged heart tissue restoring heart function and
improving life expectancy and quality of life. CLXR-001 has successfully
completed an EU Phase II clinical trial in which patients showed a
statistically significant (P<0.05) improvement in all parameters including
heart function, reduction in heart scarring and an improvement in quality of
life. Cardiogeni is headquartered in the UK, and its shares are listed on the
Aquis Stock Exchange Access Market under the ticker symbol
CGNI. https://www.cardiogeni.com (https://www.cardiogeni.com)

 

Note

This announcement may contain "forward-looking" statements and information
relating to the Company. These statements are based on the beliefs of Company
management, as well as assumptions made by and information currently available
to Company management. The Company does not undertake to update
forward‐looking statements or forward‐looking information, except as
required by law.

 

 

 

Chairman's statement

 

I am pleased to report Cardiogeni PLC's full-year results for the year ending
31 March 2025.

 

The highlights for the period are listed below:

 

·     Listed the company's entire share capital consisting of ordinary
shares of £0.01 each to trading on the Access segment of the Aquis Stock
Exchange (AQSE).

·     Appointed Professor Jo Martin as Non-Executive Director on
Admission to AQSE

·     Turnover for the year was £7,794,587 (2024: £667,027) and the
profit was £1,095,796 (2024 loss: £280,606).

·     The profit per share was 1.28 pence (2024: N/A as not listed).

·     Directors have kept operational costs at a minimum, including
entering agreements to take no remuneration until £2M of new equity or
non-dilutive funding is received.

·     No dividends have been declared for the year ended 31 March 2025.

·     Company has been audited as a going concern.

·     Please note the ability of the company to continue as a going
concern relies upon future funding to be secured and the directors acknowledge
that there can be no absolute certainty that funding will be available to the
company and thus this constitutes a material uncertainty on the company's
ability to continue as a going concern

 

Post Period-End Highlights

 

·     Formed a joint venture company in the United Arab Emirates to
undertake the clinical development and commercialisation of Cardiogeni's
medicines in the UAE and Gulf Cooperation Council region ("GCC").

·     The principal terms of the JV include £20m in non-dilutive license
funding to be received in tranches in Q4, 2025, H1, 2026 and H2, 2026.

·     Raised £650,000 via a private placement of 3,757,227 shares at
17.3p.

·     Appointed SP Angel Corporate Finance LLP as the Company's Corporate
Broker.

·     Announced an EIS funding round including advanced subscription
agreements of £150,000

·     Appointed Lord James Bethell as Non-Executive Director

The increased turnover of £7,794.587 (2024:667,027) and profit of £1,095,796
(2024 loss: £280,606) were primarily driven by the recognition of the
remaining accrued revenue from the historical collaboration and license
agreement with Daiichi Sankyo which has now ended. This is non-recurring
revenue and the profit per share of 1.28p (2024: N/A as not listed) is
considered a one-off and as such no dividend is being declared.

 

The most significant update in the period was the formation of Cardiogeni
Limited UAE, a joint venture company incorporated in the United Arab Emirates
to undertake the clinical development and commercialisation of the Company's
medicines in the UAE and GCC region.

 

Through this JV, the Company is expected to generate significant short-term
value by initiating and completing a Phase 2b/3 clinical trial of its lead
product CLXR001 in c200 heart failure patients. This trial is expected to be
conducted across hospitals in the UAE and GCC countries, will be fully funded
via the JV announced and with the first patients expected to be dosed in Q1,
2026.

 

It is expected that interim patient data will be available within 12 months of
the first patient being dosed. A directionally positive outcome versus the
trials' main endpoints could represent a significant value inflection point to
initiate discussions with specialist institutional funders (e.g. Pharma) as
well as geographic partners for licensing and co-development opportunities in
the lucrative, USA, EU and Japanese markets.

 

While progressing the clinical and corporate development strategy in the UAE,
the Company remains committed to the UK capital markets and has appointed
industry leading figures Professor Jo Martin and Lord James Bethell to its
board as independent non-executive directors.

 

Further, the Company has completed two UK funding rounds with institutional
and UHNW investors  (announced on 22 May 2025) and the Enterprise Investment
Scheme Advanced Subscription agreements (announced on 24 July 2025). These
funds, combined with the JV funding, mean the Company will be fully funded for
the years 2026 and 2027 and is projected to be cash flow positive during this
period.

 

The Company is very excited by the progress made since listing on AQUIS and
would like to thank its existing shareholders and new investors for their
support as we execute on our mission to become the world-leader in the
development and commercialisation of novel cell therapies targeting early and
mid-stage heart failure.

 

Dr Darrin Disley

Executive Chairman

30 September 2025

 

 

Corporate Governance

 

As Chairman of the Board of Directors of Cardiogeni PLC (the Company), it is
my responsibility to ensure that the Company has sound corporate governance
including an effective Board and committees. The Company is an AQUIS listed
Company focused on the development and commercialisation of novel cellular
medicines targeting early and mid-stage heart failure. The Company has made it
a strategic priority to complete a pivotal Phase 2b/3 study and gain a first
market approval for its lead product CLXR-001 in a suitable jurisdiction and
then form strategic funding and collaboration agreements to develop and
commercialise the product in the US, EU, Japan and other jurisdictions.

 

The Company has adopted the principles of the Quoted Companies Alliance
Corporate Governance Code (QCA Code) for small and mid-size quoted companies.
The QCA Code identifies ten principles that they consider to be appropriate
and asks companies to provide an explanation on how they are meeting these
principles. The Board considers that the Company complies with the QCA Code so
far as it is practicable, having regard to the size and complexity of the
Company and its business.

 

These disclosures are set out on the basis of the current Company and the
Board highlights where it has departed from the Code presently.

 

The following paragraphs set out the Company's compliance with the ten
principles of the QCA code.  The information was last updated on the
Company's website on 29 August 2025.

 

1.     Establish a strategy and business model which promotes long-term
value for shareholders

The Company's strategy is to develop valuable regulated pharmaceutical
medicines for heart failure and has formed Cardiogeni UAE, a joint venture
company in the United Arab Emirates, to undertake the clinical development and
commercialisation of Company's medicines in UAE and GCC region.

Through this JV the Company is expected to generate significant short-term
value by initiating and completing a Phase 2b/3 clinical trial of its lead
product CLXR001 in c200 heart failure patients. This trial is expected to be
conducted across hospitals in the UAE and GCC countries, will be fully funded
via the JV announced with the first patients expected to be dosed in Q1, 2026.

It is expected that interim patient data will be available within 12 months of
the first patient being dosed. A directionally positive outcome versus the
trial's main endpoints could represent a significant value inflection point to
initiate discussions with specialist institutional funders (e.g. Pharma) as
well as geographic partners for licensing and co-development opportunities in
the lucrative, USA, EU and Japanese markets.

 

2.     Seek to understand and meet shareholder needs and expectations

The Company is committed to communicating openly with its shareholders to
ensure that its strategy, business model and performance are clearly
understood. The principal forms of communication are the Annual Report and
Accounts, quarterly trading updates, other Regulatory News Service
announcements and its website.

 

The Company also maintains a dialogue with shareholders through Annual General
Meetings, which provides an opportunity to meet, listen to and present to
shareholders.  Shareholders are encouraged to attend in order to express
their views on the Company's business activities and performance.

 

External PR and IR advisers have been appointed, but there is only limited
broker or analyst coverage at this stage. The Company's website is kept
updated and contains details of relevant developments and has a facility for
questions to be addressed to the Company and it is the Board's commitment that
all reasonable questions are answered promptly.

 

Dr Darrin M Disley OBE is responsible for shareholder liaison, and his contact
details are on all announcements made by the Company.

 

3.     Take into account wider stakeholder and social responsibilities
and their implications for long-term success

The Company's business is focused on identifying and appraising opportunities.
Stakeholder and social responsibilities in terms of impact on society, the
communities within which the Company operates and the operating environment
apply less than that of an operating Company. Therefore, the Company appraises
its social responsibilities as part of its investment appraisal process.

 

The key resource on which the Company relies is the collective experience of
the Directors and employees. All employees within the Company are valued
members of the team, and the Board seeks to implement provisions to retain and
incentivise all its employees.

 

As an equal opportunity employer, we are committed to embedding equality and
inclusion in all our practices and aim to establish an inclusive culture, that
celebrates diversity, is free from discrimination and based on the values of
dignity and respect.

 

In terms of its shareholders, the Company aims to provide transparent and
balanced information to encourage support and confidence in the Board's
approach.

 

The Board recognises that the long-term success of the Company is reliant upon
the efforts of its stakeholders and has close ongoing relationships with a
broad range of its stakeholders.

 

4.     Embed effective risk management, considering the opportunities and
threats, throughout the organisation

The Board recognises the need for an effective and well-defined risk
management process, and it oversees and regularly reviews the current risk
management and internal control mechanisms.

 

The Board considers risk management to fall into two broad categories, being
the corporate and business development activity of the Company and the
operations of the Company:

(a)   The corporate and business development risk is considered as part of
the appraisal processes and by way of due diligence and ongoing monitoring.

(b)   The Company uses internal appraisal and an annual audit to ensure
financial risks are evaluated in detail. Board meetings are also used for the
Directors to raise any issues relating to business risk arising from the
Company's business model and operations.

 

Dealings in the Company's shares are monitored, and any dealings must first be
approved by the Chairman.

 

The Board considers that an internal audit function is not necessary or
practical due to the size of the Company and the day-to-day control exercised
by the Directors. However, the Board will monitor the need for an internal
audit function. The Board has established appropriate reporting and control
mechanisms to ensure the effectiveness of its control systems.

 

5.     Maintain the Board as a well-functioning, balanced team led by the
Chair

The Board recognises the QCA recommendation for a balance between Executive
and Non-Executive Directors and the recommendation that there be at least two
Independent Non-Executives. The Board consists of six directors, the Chairman,
the Chief Scientist and the Executive Director and three non-executive
Directors. The Board maintains that the Board's composition will be frequently
reviewed as the Company develops.

 

The Company has in place four committees; the Audit, Compliance, Nominations
and Remuneration Committees all of which comprise a balanced membership of
executive and non-executive Directors.

 

The Directors of the Company are committed to sound governance of the business
and each devotes sufficient time to ensure this happens. The Board holds
several Board meetings per year and at least two committee meetings. Board
meetings cover regular business, investments, finance and operations. The
Chairman prepares the Board agenda and circulates relevant documents. The
Chairman is responsible for ensuring that relevant and accurate information is
supplied for all Board and committee meetings.

 

6.     Ensure that between them the Directors have the necessary
up-to-date experience, skills and capabilities

The Company believes that the Board as a whole has significant experience in
the Biopharmaceutical industry and business development.

 

The Board believes they have the requisite mix of skills and experience to
successfully execute the business strategy in order to meet the Company's
objectives.

 

Darrin Disley, age 57 - Executive Chairman

Darrin is a scientist, entrepreneur, angel investor and enterprise champion
who has started, grown, or invested in over 40 start-up life science,
technology and social enterprises, with significant fundraising and
deal-making experience. Darrin is currently a non-executive director of
Roquefort Therapeutics PLC, a biotech company listed on the Main Market of the
London Stock Exchange (LSE). He was CEO of Horizon Discovery Group plc for 11
years, during which he led the company from start-up through a US$113 million
IPO on the AIM Market of the LSE, and rapid scale-up powered by multiple
acquisitions of US peer companies to become a global market leader in gene
editing and gene modulation technologies. He was awarded a lifetime Queen's
Award for Enterprise Promotion in 2016 for his work in promoting enterprise
across the UK and appointed OBE in 2018 for his services to business and
enterprise in the healthcare sector.

 

Ajan Reginald, age 53 - Executive Director

Ajan is an experienced biotechnology CEO with a track record in drug
development, biotech transactions and commercialisation. Over 20 years, he has
served as the Global Head of Emerging Technologies for Roche Group (SWX: ROG)
and Business Development Director, Roche Pharmaceuticals; Chief Operating
Officer and Chief Technology Officer of Novacyt S.A (LON: NCYT); and CEO of
Roquefort Therapeutics PLC (LON: ROQ). Ajan is a graduate of the University of
Oxford (MSc Experimental Therapeutics), Kellogg Business School (MBA)
Northwestern University and University of London (BDS). He is also a recipient
of the Fulbright Scholarship and an alumnus of Harvard Business School
(Advanced Management Program) and the Boston Consulting Group, and has
represented England Hockey at the Masters World Cup and European
Championships.

 

Professor Sir Martin Evans, age 84 - Chief Scientific Officer

Sir Martin was the first scientist to identify embryonic stem cells, which can
be adapted for a wide variety of medical purposes. His discoveries are now
being applied in virtually all areas of biomedicine - from basic research to
the development of new therapies. In 2007, he was awarded the Nobel Prize for
Medicine, the most prestigious honour in world science, for these
"ground-breaking discoveries concerning embryonic stem cells and DNA
recombination in mammals." Sir Martin has published more than 120 scientific
papers. He was elected a Fellow of the Royal Society in 1993 and is a founder
Fellow of the Academy of Medical Sciences. He was awarded the Walter Cottman
Fellowship and the William Bate Hardy Prizes in 2003 and in 2001 was awarded
the Albert Lasker Medal for Basic Medical Research in the US. In 2002 he was
awarded an honorary doctorate from Mount Sinai School of Medicine in New York,
regarded as one of the world's foremost centres for medical and scientific
training. He has also received honorary doctorate awards from the University
of Bath, University of Buckinghamshire, University College London, University
of Wales and the University of Athens. Sir Martin gained his BA in
Biochemistry from Christ College, University of Cambridge in 1963. He received
an MA in 1966 and a DSc in 1966. In 1969 he was awarded a PhD from University
College, London. He joined the Cardiff University School of Biosciences in
1999. He was knighted in 2004 for his services to medical science and in 2009
was awarded the Gold Medal of the Royal Society of Medicine in recognition of
his valuable contribution to medicine. In 2009 he also received the Baly Medal
from the Royal College of Physicians and the Copley Medal, the Royal Society's
oldest award.

Professor Joanne Martin, age 65 -Independent Non-Executive Director

Professor Martin graduated from Cambridge University and London Hospital
Medical College, has a University of London PhD and a Masters in Leadership.
She has over 130 published papers including Nature group and 23 Science
journals and is Deputy Vice Principal (Health) and Professor of Pathology at
Queen Mary University London. Her clinical specialist expertise is in the
pathology of gastrointestinal motility disorders. She is an award winning eCPD
app designer and was a co-founder of Biomoti, a drug delivery development
company. She developed and leads an innovative multi-professional
international digital adaptive learning programme for RCPath and Health
Education England. She served as a director on the Board of Barts Health NHS
Trust for 5 years. She has very broad experience in healthcare management
including responsibility for local and regional research and for the training
and education of over 17,500 staff. National Clinical Director of Pathology
for NHS England April 2013-16, Professor Martin was President of the Royal
College of Pathologists from November 2017-2020 and is now National Specialty
Advisor for Pathology for NHS England and Improvement, chairing the national
Pathology Stakeholder Board and the national Pathology Workforce Board. She
led the profession during the pandemic and ensuing incidents related to global
and national pressures. She was awarded a CBE in 2022 for services to the NHS
and Medical Education.

Chaim Hurvitz, age 64 - Independent Non-Executive Director

Chaim currently serves as the CEO of CH Health, a private venture capital
firm, a position he has held since May 2011, and as a non-executive director
of NRX Pharmaceuticals Inc (NASDAQ: NRXP). Chaim was previously a director of
Galmed Pharmaceuticals (NASDAQ: GLMD), Teva Pharmaceuticals Industries Ltd and
Polypid (NASDAQ: PYPD). Previously, he was a member of the senior management
of Teva Pharmaceuticals Industries Ltd., serving as the President of Teva
International Group from 2002 until 2010, as President and CEO of Teva
Pharmaceuticals Europe from 1992 to 1999 and as Vice President - Israeli
Pharmaceutical Sales from 1999 until 2002. Chaim holds a Bachelor of Arts
degree in political science and economics from Tel Aviv University, which was
awarded in 1985.

 

After the Period, on the 29(th) August 2025, Lord James Bethell, was appointed
to the board as a non-executive director of the Company

 

Lord James Bethell, age 57 - Independent Non-Executive Director

James is an entrepreneur, former health minister and champion for public
health. He has a twenty-year track record working across government, media and
industry, working at The Sunday Times, the US Senate, the EU Commission and
the British government. He has built and sold communications companies and
helped make the Ministry of Sound a global success story. As a minister at the
Department for Health and Social Care, he helped lead the UK national
response to the COVID-19 pandemic. He holds an MA (Hons) in History from the
University of Edinburgh. Lord Bethell is currently a member of the House of
Lords, Trustee of the Royal Society of Public Health, chairman of Business for
Health, a Fellow at King's College London and a senior counsel to several
health companies.

 

 

 

7.     Evaluate Board performance based on clear and relevant objectives,
seeking continuous improvement

The Directors consider that the Company and Board are not yet of a sufficient
size and complexity for a full Board evaluation to make commercial and
practical sense. The Board acknowledges that it is non-compliant with its
processes to evaluate the performance of the Board. As the Company grows it is
expected that the Board will need to expand and, with this, Board evaluation
will be required.

 

In view of the size of the Board, the responsibility for proposing and
assessing candidates to the Board as well as succession planning is retained
by the Board. All Directors submit themselves for re-election at AGMs at
regular intervals.

 

8.     Promote a corporate culture that is based on ethical values and
behaviours

The Board believes that by acting ethically and promoting strong core values
it will gain a reputation for honesty and that this will attract business and
help the long-term objectives of the Company. As such the Board adopts an open
approach to all investors, investment opportunities and all its advisers and
service providers.

 

The Board further considers the activities of and persons involved with
potential investee companies as part of its due diligence
processes.

 

The Board places great importance on the responsibility of accurate financial
statements and auditing standards comply with Auditing Practice Board's
(APB's) and Ethical Standards for Auditors. The Board places great importance
on accuracy and honesty and seeks to ensure that this aspect of corporate life
flows through all that the Company does.

 

A large part of the Company's activities is centred upon an open and
respectful dialogue with stakeholders. The Directors consider that the Company
has an open culture facilitating comprehensive dialogue and feedback. The
Board maintains that as the Company grows it intends to maintain and develop
strong processes which promote ethical values and behaviours across the
Company.

The Company has adopted a code for Directors' dealings appropriate for a
Company whose shares are admitted to trading on AQUIS and takes all reasonable
steps to ensure compliance by the Board of Directors.

 

9.     Maintain governance structures and processes that are fit for
purpose and support good decision-making   by the Board

The Board is committed to, and ultimately responsible for, high standards of
corporate governance and notes the departure from the Code in terms of
independence on the Board. The Board reviews the Company's corporate
governance arrangements regularly and expects these to evolve over time, in
line with the Company's growth. The Board delegates responsibilities to
Committees and individuals as it sees fit.

 

It is the role of the Chairman to manage the Board and advise on its conduct.

 

The Chairman is responsible for the day-to-day management of the Company's
activities.

 

The matters reserved for the Board are:

 

a)    Defining the long-term strategy for the Company.

b)    Approving all major investments, licensing, M&A and partnerships.

c)     Approving any changes to the Capital and debt structure of the
Company.

d)    Approving the full year and half year results and reports.

e)    Approving resolutions to be put to the AGM and any general meetings
of the Company.

f)     Approving changes to the Advisory team.

g)    Approving changes to the Board structure.

 

The Board delegates authority to the Audit and Remuneration Committees to
assist in meeting its business objectives and the Committees meet
independently of Board meetings. The membership of each Committee is listed
below.

 

Audit Committee: The Board has established an Audit Committee with formally
delegated duties and responsibilities. The Audit Committee is chaired by Chaim
Hurvitz, and its other member will initially be Ajan Reginald. The Audit
Committee will meet at least twice a year and will be responsible for ensuring
the financial performance of the Company is properly reported on and
monitored, including reviews of the annual and interim accounts, results
announcements, internal control systems and procedures and accounting
policies, as well as keeping under review the categorisation, monitoring and
overall effectiveness of the Company's risk assessment and internal control
processes, and to review the Company's internal financial controls and the
Company's internal control and risk management systems.

Remuneration Committee: The remuneration committee, which comprises Professor
Joanne Martin and Dr. Darrin M Disley, is responsible for the review and
recommendation of the scale and structure of remuneration for the Company's
senior executives, including any bonus arrangements or the award of share
options with due regard to the interests of the Shareholders and the
performance of the Company. The Remuneration Committee is chaired by Dr.
Darrin Disley and will meet at least twice a year.

Nominations Committee: The Nomination Committee will lead the process for
board appointments and make recommendations to the Board. The Nomination
Committee shall evaluate the balance of skills, experience, independence and
knowledge on the board and, in the light of this evaluation, prepare a
description of the role and capabilities required for a particular
appointment. The Nomination Committee will meet as and when necessary, but at
least twice each year. The Nomination Committee will comprise Dr. Darrin M
Disley (as chairman) and Professor Joanne Martin.

Aquis Rule Compliance Committee: The Aquis Rules Compliance Committee will be
responsible for ensuring adherence to the Aquis Rules and regulations,
including continuous monitoring of compliance with market rules, disclosure
obligations, and governance standards. The committee will oversee timely and
accurate financial and non-financial disclosures, ensure appropriate handling
of inside information, and manage compliance with corporate governance
requirements. It will review the conduct of directors and officers, monitor
related party transactions, and regularly reports to the board on compliance
issues, identifying legal and regulatory risks. The Aquis Rule Compliance
Committee, which will comprise Dr. Darrin M Disley and Ajan Reginald, will
meet not less than once a year. The Aquis Rule Compliance Committee is chaired
by Dr. Darrin M Disley.

10.  Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders

The Board is committed to maintaining effective communication and having
constructive dialogue with its stakeholders. All shareholders are encouraged
to attend the Company's Annual General Meeting, and the Board discloses the
result of General Meetings by way of announcement. All AGM resolutions in the
financial year were passed comfortably.

 

The Company's website includes all historic Annual Reports, results
announcements and presentations, and other governance-related material. These
can be found in the Investor Relations section. This section of the website
also includes the results of all AGMs.

 

Information on the Investor Relations section of the Company's website is
updated and contains details of relevant developments, regulatory
announcements, financial reports and shareholder circulars.

 

Dr Darrin Disley

Executive Chairman

30 September 2025

 

The Directors present their strategic report for the year ended
31 March 2025.

 

Review of Business

The company has made great progress versus its strategic plan in the period to
31March 2025 and the post period leading up to the publication of these
results including the key events highlighted and explanation of the
profitability in the period described above.

 

The Cardiogeni UAE joint venture company in the United Arab Emirates, is a
critical focus for business the clinical development and commercialisation of
Company's medicines in UAE and GCC region. Establishing this JV in addition to
the highlights described above have been the focus of a busy period for the
Company. The JV Company is expected to generate significant short-term value
by initiating and completing a Phase 2b/3 clinical trial of its lead product
CLXR001 in c200 heart failure patients. This trial is expected to be conducted
across hospitals in the UAE and GCC countries, will be fully funded via the JV
announced with the first patients expected to be dosed in Q1, 2026.

 

The JV's significance is because the Company expects interim expects interim
clinical trial results within 12 months of the first patient being dosed. A
directionally positive set of results could generate a significant value
inflection point and lead to the initiation of discussions with specialist
institutional funders (e.g. Pharma) as well as geographic partners for
licensing and co-development opportunities in the lucrative, USA, EU and
Japanese markets.

 

 

Principal risks and uncertainties

The Group has exposure to the following risks and uncertainties:

 

Early-stage technology companies present an opportunity for potentially high
returns, but at the same time these companies are pre-revenue and their
business models may not prove to be as successful as hoped.

 

If any of the following risks were to materialise, the Company's business,
financial conditions, results or future operations could be materially
adversely affected. Additional risks and uncertainties not presently known to
the Directors, or which the Directors currently deem immaterial, may also have
an adverse effect upon the Company.

 

In that case, the market price of the Ordinary Shares could decline and all or
part of an investment in the Ordinary Shares could be lost.

 

The list below is not exhaustive, nor is it an explanation of all the risk
factors involved in investing in the Company and nor are the risks set out in
any order of priority.

 

1.    New technology development may fail:

The technologies being developed by the Group are new and at an early stage of
development. Pioneering new technologies and the uncertainty and challenges
associated with it introduce a significant risk that these innovations may not
achieve the intended technical or commercial success. These challenges could
include difficulties in achieving the desired performance, reliability,
scalability, or cost-efficiency. Even with robust research and development
processes in place, there is no guarantee that the Group's technologies will
perform as expected or be viable for commercial production. Drug development
and clinical trials carry significant risk with most candidate drugs failing
in clinical trials. Investors should be aware that any failure in these
efforts could have a material adverse effect on the Group's financial
condition, operations, and prospects.

 

2. New technology and products may not gain regulatory approvals:

Although the Group's trial results for CLXR-001 have shown promising results,
there is no guarantee that these results will be replicated in further trials.
Even with positive results, there is still a risk that the products fail to
achieve the necessary approvals in a timely manner, delaying or reducing the
generation of revenues. The Group may as a result need to seek additional
funding, which may or may not be forthcoming.

 

3. The Group's ability to compete will depend in part, upon the successful
protection of its intellectual property, in particular its Patents Rights and
Know-How:

The Group seeks to protect its intellectual property through the filing of
patent applications, as well as robust confidentiality obligations on its
employees. Filing, prosecuting and defending patents in all countries
throughout the world would be prohibitively expensive. It is possible that
competitors will use the technologies in jurisdictions where the Group has not
registered patents. Patent applications may not be granted, and costs may be
incurred in protecting against patent challenges. Patents may be challenged at
any time, and the company has provision for patent litigation insurance. Any
such claims are likely to be expensive to defend, and the other litigating
parties may be able to sustain the costs of complex patent litigation more
effectively than the Group can, because they have substantially greater
resources. Moreover, even if the Group is successful in defending any
infringement proceedings, it may incur substantial costs and divert
management's time and attention in doing so, which may have a material adverse
effect on the Group's business, financial condition, capital resources,
results and/or future operations. Further, disputes can often last for a
number of years and can be subject to lengthy appeals processes before any
final resolution is achieved through the various different courts and/or
tribunals. Furthermore, it cannot be guaranteed that a court will not rule
against the Group were such claims to be defended. The Company is not
currently aware of any such active or pending litigation risk.

 

 

4. Competition and the pace of development in the biotechnology sector could
lead to other market participants creating approaches, products and services
equivalent or superior to the diagnostic testing products and services than
those to be offered by the Group:

The Group operates within the biotechnology sector, a complex area of the
healthcare industry. Rapid scientific and technological change within the
biotechnology sector could lead to other market participants creating
approaches, products and services equivalent or superior to the diagnostic
testing products and services than those to be offered by the Group, which
could adversely affect the Group's performance and success. Better resourced
competitors may be able to devote more time and capital towards the research
and development process, which, in turn, could lead to scientific and/or
technological breakthroughs that may materially alter the outlook or focus for
markets in which the Group will operate. If the Group is unable to keep pace
with the changes in the biotechnology sector and in the wider healthcare
industry, the demand for its platforms and associated products and services
could fall, which may have a material adverse effect on the Group's business,
financial condition, capital resources, results and/or future operations. In
addition, certain of the Group's competitors may have significantly greater
financial and human resource capacity and, as such, better manufacturing
capability or sales and marketing expertise. New companies with alternative
technologies and products may also emerge. Any of these events may have a
material adverse effect on the Group's business, financial condition, capital
resources, results and/or future operations. 5. Dependence on and retention of
key employees The Group is currently dependent on a small number of highly
skilled and experienced scientific staff which if lost could have a
significant impact on the business. Whilst appropriate key man insurance cover
and incentives to retain key staff are in place, these risks cannot be fully
eliminated.

 

5. Dependence on and retention of key employees:

The Group is currently dependent on a small number of highly skilled and
experienced scientific staff which if lost could have a significant impact on
the business. Whilst appropriate key man insurance cover and incentives to
retain key staff are in place, these risks cannot be fully eliminated.

6. Availability of further funding: The Company is confident that it will
obtain sufficient resources to complete its CLXR-001 programme. However, due
to the inherent uncertainties of bringing new products to market, there can be
no absolute guarantee that the Company will not need to undertake further
rounds of equity financing in the future and no guarantee that, should this be
necessary, such funding would be forthcoming. Nevertheless, the Directors
believe that significant value could be obtained from further licensing of
CLXR-001 to a third-party pharmaceutical company and that the ongoing
potential to do so in the future provides some mitigation against potential
future funding constraints.

7. Growth Risk: There can be no guarantee that the Company will be able to
effectively manage the growth of its operations or that the Company's current
personnel, systems, procedures and controls will be adequate to support the
Company's operations. Any failure of the Board to effectively manage the
Company's growth and development may have material adverse effects on the
Company's business, financial condition, results and/or future operations.
There is no certainty that all, or indeed any, of the elements of the
Company's current strategy will develop as anticipated and that the Company
will be profitable.

8. Dilution of Shareholders' interests as a result of additional equity
fundraising: Whilst it is the opinion of the Directors that the Company's
working capital is sufficient for its present requirements, further funding
may be required by the Company to develop its business model and commercial
activities. If additional funds are raised through the issue of new equity or
equity-linked securities of the Company other than on a pro rata basis to
existing Shareholders, the percentage ownership of the existing Shareholders
may be reduced. Shareholders may experience subsequent dilution and/or such
securities may have preferred rights, options and pre-emption rights senior to
Ordinary Shares. The Company may issue Ordinary Shares as consideration for
acquisitions or investments, which would result in a dilution of Shareholders'
respective shareholdings. Equity issues may result in a change of control of
the Company.

9. Risk Related to International Compliance: The Company's growth could
involve increasing trading activity in a wide range of territories. This may
play a fundamental part in the Company's strategy and business plan. Some
jurisdictions might pose a higher regulatory burden, including regulatory
permissions for the Company to operate and more stringent data protections
regulations. If the Company is unable to trade (for any of these reasons) in
these territories, then this could detrimentally impact the Company's
performance in the future by reducing the profit available due to lower
revenue and/or increased costs.

11. Currency Risk Ongoing management and operational costs will be denominated
in British pounds sterling. However, the Company's growth prospects include
increasing trading activity in a wide range of territories. The Company may
therefore be exposed to ongoing currency risk. Consequently, changes in the
exchange rates of these currencies may negatively affect the Company's cash
flows, operating results or financial condition to a material extent. The
Company does not intend to hedge its cash resources against risks associated
with disadvantageous movements in the currency exchange rates for the time
being. Therefore, currency exchange rate fluctuations may negatively affect
the Company.

12. Growth company risks: The share price of early-stage companies can be
highly volatile and shareholdings illiquid. Once listed on the Aquis Stock
Exchange, such volatility in the price of Ordinary Shares and the illiquidity
could cause investors to lose all or part of their investment because they may
not be able to sell their Ordinary Shares at or above the price they paid. The
price at which the Ordinary Shares are traded and the price which investors
may realise, or their Ordinary Shares will be influenced by several factors,
some specific to the Company and its operations and some which may affect
quoted companies generally. These factors could include the performance of the
Company and/or large purchases or sales of the Ordinary Shares, legislative
changes and general economic, political, or regulatory conditions.
Notwithstanding the fact that application has been made for the Ordinary
Shares to be admitted to trading on the AQSE Growth Market, this should not be
taken as implying that there will be a "liquid" market in the Ordinary Shares.
Continued admission to the AQSE Growth Market is entirely at the discretion of
the Aquis Stock Ex

Promotion of the Company for the benefit of the members as a whole

 

The Director's believe they have acted in the way most likely to promote the
success of the Company for the benefit of

Its members as a whole, as required by s172 of the Companies Act 2006.

 

The requirements of s172 are for the Directors to:

•       Consider the likely consequences of any decision in the long
term,

•       Act fairly between the members of the Company,

•       Maintain a reputation for high standards of business conduct,

•       Consider the interests of the Company's employees,

•       Foster the Company's relationships with suppliers, customers
and others, and

•       Consider the impact of the Company's operations on the
community and the environment.

 

             The following paragraphs summarise how the Directors
fulfil their duties:

 

Stakeholders of the Company include employees, shareholders, suppliers,
creditors of the business and the community in which it operates.

 

The Directors, both collectively and individually, consider that they have
acted in good faith to promote the success of the Company for the benefit of
its Stakeholders as a whole (having regard to the matters set out in s172 of
the Act) in the decisions taken during the period.

 

To ensure that the Board take account of the likely consequences of their
decisions in the long term, they receive regular and timely information on all
the key areas of the business including financial performance, operational
matters risks and opportunities. The Company's performance and progress is
also reviewed regularly.

 

The Directors' intentions are to behave responsibly towards all stakeholders
and treat them fairly and equally, so that they all benefit from the long-term
success of the Company.

 

The Directors have overall responsibility for determining the Company's
purpose, values and strategy and for ensuring high standards of governance.
The primary aim of the Directors is to promote the long-term sustainable
success of the Company, generating value for stakeholders and contributing to
the wider society. In the future, the Board will continue to review and
challenge how the Company can improve its engagement with its stakeholders.

 

The Directors take environmental matters into deep consideration as part of
their decision-making process and strive to be a responsible member of the
wider community, minimising the Company's impact on the environment wherever
possible.

 

ON BEHALF OF THE BOARD

Ajan Reginald, Director

30 September 2025

 

The Directors present their report together with the audited financial
statements for the year ending 31 March 2025.

 

Results and dividends

The trading results for the years ended 31 March 2025 and the Group's
financial position at that date are shown in the attached financial
statements. The Directors do not recommend the payment of a dividend for the
year (2024 £Nil).

 

Principal activities and review of the business

The principal activity of the Group is the development and commercialisation
of a portfolio of novel cellular medicines for heart failure. A review of the
business is included within the Chairman's Statement and Strategic Report.

 

Directors serving during the year

Dr Darrin Disley

Professor Sir Martin Evans

(Trevor) Ajan Reginald

Chaim Hurvitz

Professor Joanne Martin

 

Directors' interests

 

The interests of the Directors and their immediate families and the persons
connected with them (within the meaning of section 252 of the Act) in the
issued share capital of the Company or the existence of which could, with
reasonable diligence, be ascertained by any director as of 31(st) March 2025
are shown in the table below:

 

 Director Name                Ordinary Shares of £0.01    %
 Ajan Reginald               18,859,850                   22.10%
 Kathryn Fallon              5,880,730                    6.89%
 Professor Sir Martin Evans  4,111,234                    4.82%
 Darrin Disley               2,816,017                    3.30%
 Chaim Hurvitz               876,140                      1.03%
 Professor Joanne Martin     0                            N/A

 

After the period, on 29th August 2025, Ajan Reginald, Executive Director
purchased a total of  12,001 ordinary shares of the Company. Following the
purchase, Ajan Reginald's will hold 18,871,851 ordinary shares representing
22.11% of Cardiogeni's issued share capital.

 

 

Significant shareholders

As of 31st March 2025, the shareholders who or the existence of which could,
with reasonable diligence, be ascertained by any director as at the 31st of
March 2025 directly interested in 3% or more of the nominal value of the
Company's share capital is as follows:

 

 Holder Name                                         Ordinary Shares of £0.01    %
 LYNCHWOOD NOMINEES LIMITED                          25,628,012                  30.03%
 Ajan Reginald                                      18,859,850                   22.10%
 The Sir Martin and Lady Judith Evans Family Trust  11,660,680                   13.66%
 Mubasher Sheikh                                    8,576,760                    10.05%
 Zita Sheikh                                        6,000,000                    7.03%
 Kathryn Fallon                                     5,880,730                    6.89%
 Martin Evans                                       4,111,234                    4.82%
 Darrin Disley                                      2,816,017                    3.30%

 

 

Related party transactions

Related party transactions and relationships are disclosed below:

 

Pursuant to a loan agreement entered into between Cell Therapy Limited and
Ajan Reginald dated 17 June 2022 ("Loan Agreement"), Ajan Reginald made a loan
to Cell Therapy Limited for the sum of £180,000 ("Loan Amount"). The Loan
Agreement was subsequently novated to the Company pursuant to a deed of
novation and amendment dated 24 January 2025. The deed of novation and
amendment amended certain terms of the Loan Agreement such that the Loan
Amount shall be repayable on 1 September 2026 following Admission (though the
Company may make early repayment without penalty at any point) and interest
shall accrue at one per cent above the Bank of England base rate per annum
until the date of repayment.

 

Pursuant to the Accrued Debt Letters dated 24 January 2025, certain employees
and directors of the Company were issued Subscription Shares conditional on
Admission which were allotted and issued fully paid in respect of accrued
loans due to such directors and employees. Any amounts due to such directors
and employees not satisfied by Subscription Shares remain outstanding and
become payable by the Company upon either the Company's completion of an
equity fundraise which exceeds £2 million or the receipt of £2M of
non-dilutive funding.

 

Going concern

The Directors, having made due and careful enquiry, are of the opinion that
the Group has adequate working capital to meet its obligations over the
assessed period to the end of at least 12 months from the date of approval of
these financial statements. The Directors have made an informed judgement at
the time of approving the financial statements that there is a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. As a result, the Directors have adopted
the going concern basis of accounting in the preparation of the annual
financial statements.

 

Events after the reporting date:

 

22(nd) May 2025: Raised £650,000 via a private placement of 3,757,227 shares
at 17.3p.

 

5(th) June 2025: Formation of a joint venture company in the United Arab
Emirates to undertake the clinical development and commercialisation of
Cardiogeni's medicines in the UAE and Gulf Cooperation Council region ("GCC").
The principal terms of the JV include £20m in non-dilutive license funding to
be received in tranches in Q4, 2025, H1, 2026 and H2, 2026.

 

2(nd) July 2025: Appointed SP Angel Corporate Finance LLP as the Company's
Corporate Broker.

 

24(th) of July: EIS funding round including advanced subscription agreements
of £150,000.

29(th) August 2025: Ajan Reginald, Executive Director purchased a total of
 12,001 ordinary shares of the Company. Following the purchase, Ajan
Reginald's will hold 18,871,851 ordinary shares representing 22.11% of
Cardiogeni's issued share capital.

 

29(th) August 2025: Appointed Lord James Bethell as Non-Executive Director.

 

Suppliers

Strong relationships with suppliers are maintained, including by seeking to
pay suppliers within their agreed terms at all times.

 

Provision of information to Auditor

In so far as each of the Directors are aware at the time of approval of the
report:

•       there is no relevant audit information of which the Group's
auditor is unaware; and

•       the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information and to
establish that the auditor is aware of that information.

 

Auditor

Grenfell James LLP have expressed their willingness to continue as auditor and
a resolution to re-appoint Grenfell James LLP will be proposed at the Annual
General Meeting.

 

On behalf of the Board of Directors

 

Ajan Reginald

Director

 

 

 

 

 

 

 

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and
the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the company and the group and of the profit or loss of the group
for that period. In preparing these financial statements, the directors are
required to:

·      select suitable accounting policies and then apply them
consistently;

·      make judgements and accounting estimates that are reasonable and
prudent;

·      prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will continue in
business.

The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's and the group's transactions and
disclose with reasonable accuracy at any time the financial position of the
company and the group and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the company and the group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the group's
auditors are unaware, and each director has taken all the steps that he or she
ought to have taken as a director in order to make himself or herself aware of
any relevant audit information and to establish that the group's auditors are
aware of that information.

AUDITORS

The auditors, Grenfell James LLP, Statutory Auditor, will be proposed for
re-appointment at the forthcoming Annual General Meeting.

Report of the Directors

for the Year Ended 31 March 2025

This report has been prepared in accordance with the provisions of Part 15 of
the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Dr Darrin M Disley OBE

Director 30 September 2025

 

 

 

Report of the Independent Auditors

Opinion

We have audited the financial statements of Cardiogeni PLC (the 'parent
company') and its subsidiaries (the 'group') for the year ended 31 March 2025
which comprise the Consolidated Income Statement, Consolidated Balance Sheet,
Company Balance Sheet, Consolidated Statement of Changes in Equity, Company
Statement of Changes in Equity and Notes to the Financial Statements,
including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and United Kingdom Accounting Standards, including Financial Reporting
Standard 102 'The Financial Reporting Standard applicable in the UK and
Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

·      give a true and fair view of the state of the group's and of the
parent company affairs as at 31 March 2025 and of the group's profit for the
year then ended;

·      have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and;

·      have been prepared in accordance with the requirements of the
Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditors' responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to Going Concern statement of the financial statements which
indicates that the ability of the company to continue as a going concern
relies upon future funding to be secured and the directors acknowledge that
there can be no absolute certainty that funding will be available to the
company. These events and conditions, along with the other matters explained
in Going Concern statement, constitute a material uncertainty 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.

Other information

The directors are responsible for the other information. The other information
comprises the information in the Report of the Directors but does not include
the financial statements and our Report of the Auditors thereon. Our opinion
on the financial statements does not cover the other information and, except
to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing
to report in this regard.

 

 

Report of the Independent Auditors:

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the Report of the Directors for the financial year
for which the financial statements are prepared is consistent with the
financial statements; and

- the Report of the Directors has been prepared in accordance with applicable
legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent
company and its environment obtained in the course of the audit, we have not
identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent company, or
returns adequate for our

audit have not been received from branches not visited by us; or

-  the parent company financial statements are not in agreement with the
accounting records and returns;

or

-  certain disclosures of directors' remuneration specified by law are not
made; or

-  we have not received all the information and explanations we require for
our audit; or

-  the directors were not entitled to prepare the financial statements in
accordance with the small companies

regime and take advantage of the small companies' exemption from the
requirement to prepare a Group Strategic Report or in preparing the Report of
the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set
out on page two, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for
assessing the group's and the parent company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue a Report of the Auditors that includes our
opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks that are
applicable to the Company and determined that the most significant are those
that relate to the reporting framework (UK GAAP, FRS 102, Companies Act 2006),
and the relevant tax compliance regulations. In addition, we concluded that
there are certain significant laws and regulations that may have an effect on
the determination of the amounts and disclosures in the financial statements
and those laws and regulations relating to health and safety, employee
matters, environmental and bribery and corruption practices.

We understood how the Company is complying with those frameworks by making
enquiries of management and those responsible for legal and compliance
procedures.

We assessed the susceptibility of the Company's financial statements to
material misstatement, including how fraud might occur. We considered the risk
of fraud through management override and concluded that this presented limited
risk. We also considered the possibility of fraudulent or corrupt payments
made through third parties and conducted testing on third party vendors. These
procedures included the testing of transactions back to source information and
were designed to provide reasonable assurance that the financial statements
were free from fraud or error.

Based on the results of our risk assessment we designed our audit procedures
to identify non-compliance with such laws and regulations identified above.
Our procedures involved journal entry testing, with a focus on journals
meeting our defined risk criteria based on our understanding of the business.

We did not identify any material instances of non-compliance with laws and
regulations. Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading to a
material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with law or
regulation is removed from the events and transactions reflected in the
financial statements, as we will be less likely to become aware of instances
of non-compliance. The risk is also greater regarding irregularities occurring
due to fraud, as fraud involves intentional concealment, forgery, collusion,
omission or misrepresentation.

We found no evidence of fraud and noted that there is no obvious incentive for
management override and consider that the audit team collectively had the
appropriate competence to identify non-compliance with laws and regulations.
Our audit work led us to conclude that the risk of material misstatement was
low.

A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in a Report of the Auditors and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.

Edward Grenfell James (Senior Statutory Auditor) for and on behalf of

Grenfell James Audit LLP, 13 The Courtyard, Timothy's Bridge Road, Stratford
Upon Avon, CV37 9NP

30 September 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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