PROKARIUM HOLDINGS LTD

• ⚠

  Material uncertainty over going concern

  We draw attention to note 3 in the financial statements, which indicates that there is a need for the Group to secure some additional funding via existing or new investors. As stated in note 3, these events or conditions, along with the other matters as set forth in note 3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. At 31 December 2025 the Group had cash and cash equivalents of £742,829 (2024: £1,775,673) and generated a loss of £5,215,963 (2024: £8,775,808), however, there is significant investment required for its subsidiary undertaking to fully exploit its technology. On 2nd December 2025, the company closed an investment round of £3,621,562 from six existing investors. On 2nd February 2026, the company closed an additional investment round of £2,436,439 from two existing investors. In addition to the issuing ordinary shares, the investors were granted warrants that can be exercised in the future. These investments together with continued support from it's major shareholders confirm the going concern position of the company. The Directors have prepared integrated forecasts covering the next 12 months which show the group will need to secure additional funding. The Directors have no reason to believe the funding will not be made available but in the absence of formal agreements there can be no certainty on the availability, timing or quantum of this funding as at the date of approval of these financial statements. This creates a material uncertainty that may cast significant doubt on the Group and parent company's ability to continue as a going concern, as a minimum, for a period of at least 12 months from the date of approval of these financial statements.

Values shown as filed in the company's annual accounts. — indicates the figure wasn't present under that line item in that period. About these numbers

• Turnover

  -29.2%

  £381,798 → £270,226

• Cash

  -58.2%

  £1,775,673 → £742,829

• Net assets

  -45.2%

  £2,787,691 → £1,527,959

• Employees

  -25%

  16 → 12

• Operating profit

  +47.2%

  -£9,501,714 → -£5,018,847

• Profit before tax

  +46.3%

  -£9,464,220 → -£5,079,551

• Wages

  -13.6%

  £1,792,554 → £1,547,978

Each % is (latest − prior) ÷ |prior| for the line item as filed. The comparison is only shown when the latest and prior accounts cover broadly equal-length periods — short or long stubs (typical around incorporation or a year-end change) are suppressed rather than misrepresented. Lines a company doesn't report are omitted. About these numbers

Margins divide P&L lines by turnover. Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Sector-distribution context coming next.

Accounting basis

IFRS

Reporting scope

Consolidated group

Abridged

Yes — abridged accounts (limited disclosure)

Auditor

Price Bailey LLP

Audit opinion

Unqualified (clean)

Going concern

Material uncertainty disclosed

“We draw attention to note 3 in the financial statements, which indicates that there is a need for the Group to secure some additional funding via existing or new investors. As stated in note 3, these events or conditions, along with the other matters as set forth in note 3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. At 31 December 2025 the Group had cash and cash equivalents of £742,829 (2024: £1,775,673) and generated a loss of £5,215,963 (2024: £8,775,808), however, there is significant investment required for its subsidiary undertaking to fully exploit its technology. On 2nd December 2025, the company closed an investment round of £3,621,562 from six existing investors. On 2nd February 2026, the company closed an additional investment round of £2,436,439 from two existing investors. In addition to the issuing ordinary shares, the investors were granted warrants that can be exercised in the future. These investments together with continued support from it's major shareholders confirm the going concern position of the company. The Directors have prepared integrated forecasts covering the next 12 months which show the group will need to secure additional funding. The Directors have no reason to believe the funding will not be made available but in the absence of formal agreements there can be no certainty on the availability, timing or quantum of this funding as at the date of approval of these financial statements. This creates a material uncertainty that may cast significant doubt on the Group and parent company's ability to continue as a going concern, as a minimum, for a period of at least 12 months from the date of approval of these financial statements.”

Group structure

1. PROKARIUM HOLDINGS LTD · parent
   1. Prokarium Limited 1% · England and Wales · Research and development
   2. Prokarium Inc 1% · US · Dormant

Significant events

• “After the balance-sheet date, the Company completed a fundraising round on 2 February 2026, issuing 282,643 new Ordinary shares of £0.01 nominal value each at an issue price of £8.6202 per share, fully paid.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

19

last 12 months

Capital events

2

last 24 months

Officers appointed

1

last 12 months

Officers resigned

0

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.