THE SYNCONA FOUNDATION BOARD OF TRUSTEES, REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 Company number.. 08073905 (England and Wales) Limited by Guarantee Charity number.. 1149202 THE SYNCONA FOUNDATION Contents Page Company Information Board of Trustees, R8POrt Independent Auditorfs Report SLqtement of Financial Actwities Balance Sheet Cash Flow Slatsment Note6 to the Financial Ststements 3-12 13-16 17 18 19 20-28 THE SYNCONA FOUNDATION Company Infomiatlon Board of Trustees: Thomas Henderson Ichaimian) Rupert Adams Nigel Keèn Lucie Kitchengr James Mallin Company nurnber: 08073905 (England & Wales} Charity rogistration numbgr: 1149202 Registsrgd OIfiGo: 2 Tolherst Court Turkey Mill Business Park Ashford Ro M8id51one Kent ME14 5SF Audltor. Couch Bright King & Co 2 Tolherst Court Turkey Mill Business Park Ashford Road Maidstone Kent ME14 5SF Bankers: Weatherbys Private Bank 22 Sackville Street London W1S 3DN THE SYNCONA FOUNDATION BOARD OF TRUSTEES. REPORT FOR THE YEAR ENDED 31 MARCH 2025 The Trustees. who are also Ihe directors of Ihe charilable company, present their report and Ihe audited financial statements of the charity for the year ended 31 March 2025. The Trustees have adopted the provisions of the Statement of Recommended Practice {SORPI 'Accounling and Reporting by Chartlies. in preparing the annual report and financial statements of the charity. The financial statements have been prepared in accorKlance with the acwunting policies set out in ￿teS to the accounts on pages 18 to 20 and comply with the chartty's governing document, the Charities Act 2011 and Accounting and Reporting by Charities.. Statement of Recommended Pra￿1￿ applicable to charities preparing their accounts in accordance with the FinancAal Reporbng Standard applicable in the UK and Republic of Ireland published in October 2019. Our Purpoges and Actlvlties The Syncona F￿ndation {Ihe "Foundation.) was incorporated in England and Wales on 17 May 2012 as a private company limited by guarantee. The Foundalion was registered as a charity on 3 October 2012. The charttable objects of the Foundation are to: '(a) support the prevention, treatment. cure and ultimately the eradication of cancer in all of its forms any allied diseases- prownote and assist: the study of and research into th8 nature, causes, diagnosis and patholcyJy of cancer and any allied diseases., the developmer)t and provlslon of all fomis of prevantive. curative. management and P811iative Ireatmant of cancer and any allied disèases. education and training in subjects relevant to the study of cancer and any allied diseases.. i)>operate with, and to promote and assist the work of, The Institute of Cancer Research {'the ICR.) and. or alternatively. such other charitsble organisations whose objects include any of those specified in lal and Ibl above as the Foundation may determine in addition lo or in substitution for the ICR; and omote and assist such other charitable objects and charitable organisations as the Foundation may from time to b'me consider desirable., Ib) Ic) Id) In shaping our objectives for the year and planniry our actiwties, the Trustses have considered the Charity Cornmi5sion's guidance on public benefit. Syncona Limited l°Syncona"l is a registered closed-ended cotlective investment scheme Incorkmted as a non-￿]Iular company limited by shares under the laws of Guernsey with registered number 55514. Syncona's shares were admitted to trading on the main market of the London Stock Exchange on 26 October 2012 1"Admission"l- On 16 April 2020. the Foundation signed an amerxled and restated agreement with Syneona I'syncona Agreemenf'l. Under this agreement: Syncona agreed to make an aggregate annual donation, paid in arrears. of one-tr￿lfth of 0.35 per cent of Syncona's Nel Asset Value ('NAV"I fcK each month during the year {the °Annual Charitable Contribution"), for each financial year beginning from the year ending 31 March 2020. to be shared between the ICR and the Foundation as described in (ill an liiil below, unlil the year 8nding 31 March 2022, an amount equal to one-twelfth of 0.15 per cent of Syncona's NAV as at each monlh-end during the year will be donated to the ICR- the Foundation has agreed to be the recipient of th& remaind8r of the Annual Charitable Contribution not donated to the ICR- for any subsequent financial years, unless otherwise agreed betrffjgn Synwna and the Foundation, the Annual Charitable Contribution will be an amount equal to the aggregate of one ￿?1fth of 0.30 per Gent of Sync¥)na's NAV for each month during the relevant financial year or part year, {N) Iv) From 1 April 2026, Syncona has agreed to donate 0.25% of NAV (cal¢ulated on a monthty basis) for the next three financial years. THE SYNCONA FOUNDATION BOARD OF TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 2025 (continu￿) Ivi) in each year Syncona intends to indicate lo the Foundation whether it intends to continue this arrangement for at least three financial years. and either party may terminate the agreement on six months, Written nokn'ce lo the other. On 24 June 2022, it was agreed be￿een Syncona and the Foundation that the Annual Charitable Contribution would Continue at 0.35 per ￿nt of Syncona's NAV for the year ending 31 March 2023 and the full amount would be paid to the Foundab'on. On 13 March 2023 itwas confirmed that this arrangement would continue for the year ending 31 March 2024, on 17 March 2024 it was confirmed that this arrangement would Continue for the year ended 31 March 2025 and on 13 March 2025 it was confirmed that this arrangement would continue for the year ending 31 March 2026. For any subsequent financial years, unless olheNise agreed be￿een Syncona and the Foundation, the Annual Charitable Contribution will be an amount equal lo the aggregate of one hmelfth of 0.30 per cent of Syncona's NAV for each month during the relevant financial year or part year. From 1 April 2026, Syncona ha5 agreed to donate 0.25% of NAV Icalculaled on a monthly basis) for the next three financial years. The Foundation continues to make donations to charities in line with its objectwes. The Il$t of ¢ore charltles to which donations were paid during the year ended 31 March 2025, or to which donallons have been made since 31 March 2025 in respect of the year ended 31 March 2025. is.. Alzheimerfs Research UK is the UK'S leading dementia research charity. dedicated to causes, diagnosis, prevention, treatment and cure. Iwww.alzh&imersresearchuk.orgl Alzheimeffs Soci8ty is the UK'S leading dementia charity. They campaign for change, fund research to find a cure and support people living with dernenlia today. (Mvw.alzheimers.org.uk) Anthony Nolan is the charity which makes lifesaving connections be￿een people with blood cancer and blood disorders. and people who are ready lo donate their stem cells. (www.anthonynolan.orgl Auditory Verb81 UK is the leading provider of auditory verbal therapy in the The charity wants all deaf children to have the same opportunities in lrfe as their hearing peers. Iwivw.avuk.org} The Brain Tumour Charity is at the forefront of the fight to defeat brain tumours, making a difference every day to the lives of people with a brain tumour and their families, by investing in fotward-thinking research and specialist support servic8s and passionately lobbying for urgent change. IMww.thebraintumourcharity.orgl Bralnwaves is a major response lo a growing number of young people experiencing mental health concems. They provide a platform for scsenlific studies to build on the evidence base and develop eduealional material for the classroom, to equip schools with the resources and tools lo effecb.vely nurture mental wellbeing amongst young pupils. IvkMW.brainwav8shub.org} Breakthrough TID fformedy known as JDRF} is Ihe leading global type 1 diabetes IT1D) iesearch and advocacy charity- Their mission is to help make everyday life better while driving towards cures. They connect the brvJhtest minds and invest in the most promising research. campaigning for access, and supporting the T1 D community. Ivvww.b￿akthroUghtId.Org.￿kl Breast Cancer Now is a UK charity providing world-class research and life NSPCC is the leading children's charity in the UK, specialising in child protection and dedicated to protecting children today to prevent abuse tomorrow. (wvvw.nspcc.org.uk) Place2Be is a children's mental health charity with over 30 years, experience working with pupils, families and staff in UK schools. They provide mental he8￿h support in schools through one-to-one and group counselling using tried and tested methods backed by research. {www.place2be.org.uk} The Royal Marsden Cancer Charity raises money to support The Royal Marsden. a world-leading cancer centre which offers patient5 world-leading treatment and care. supports lrfe-saving research, invests stste-of-the-art equipment and funds modem patient environments. (www.royaIma￿d￿n.orgj The Shanty Tmst raises fvnds lo alleviate poverty in marginalised communities in Kolkala, India. Founded in 2020, itworks with a local partner organi5ation. Tiljala SHED, lo deliver aid and implement its programmes. SSAFA is one of the UK'S leading armed forces charities. It provKles practtcal, financial and emotional support to anyone who is currently serving or has served in the Amiy. Navy or RAF. and their families, and has been running for over 125 years. (ww.ss8fa.org.ukJ Supporting Wounded Vgterans is a UK-based charity wh￿h focuse5 on rehabilitation through sport, mentoring, pain management and employment support, to help veterans to transition lo civilian life. Iwww.supp)rtingwoundedveterdns.coml UCL Childhood Blood Disorder$ 8iobank and Research P181fomp comprises samples from patients with confirmed or suspected neuromuscular disorders, which are used lo allow researchers to better understsnd diseases and develop new diagnostic tests and drugs. IMvw.ucl.ac.ukl As a result of the Foundation's donations to the CharIt￿S listed above, activities funded by the Foundation to date have included.. Ground-breaking research programmes that have enabled important discoveries towards finding a ¢ure, treatment for or alleviation of suffering from different forms of cancer, as well as neuro- degenerative diseases such as Alzheimer's and rare and inherf(ed eye diseases., The provision of a wide range of cutting-edge services aimed at providing ore, sUPPOrt and adV￿e for people living with cancer, dementia, 4IV and olher diseases, both physical and mental., The provision of support and therapy, including for young people experiencing abuse, children experiencing bereavement and people al risk of suicide., Intemational development interventions, including helping lo alleviate povety and improve the lives of people living with HIV and AIDS in Sub-saharan Africa and helping marginalised communities in India. THE SYNCONA FOUNDATION BOARD OF TRUSTEES. REPORT FOR THE YEAR ENDED 31 MARCH 2025 Icontlnued) Grant-making policy The Foundation has a strong track record of relationship-based grant making and it values its current blend of long-term support for valued grantees, as well as a degree of flexibility with which to explore new opportunities and maintain an entrepreneurial approach. The Foundation's policy is to 5UPF)Ort excellent tharities which are meeb'ng pressing needs within s¢xiety, parti¢ularty those that are related to healthcare systems. How our activities deliver public beneflt Thg Foundation's activities benefit the public by providing donations to Ihe ¢harities noted above. Financial review, Reser¥e$ and Rl$k Managemont Financial revlew The Foundation has received the following payments from Syncona and paid them as charitable donations.. In respect of year ended.. Received l£} Dat8 of receipt Donations paid l£} 31 March 2013 31 March 2014 31 March 2015 31 March 2016 31 March 2017 31 March 2018 31 March 2019 31 March 2020 31 March 2021 31 March 2022 31 March 2023 31 March 2024 31 Ma￿h 2025 492,829 1,593,867 2,209,638 2,375,804 2,375,804 2,375,804 2,375,804 2,632,809 2,691,553 2,428,478 4,621,843 4,356,122 3,986,756 27 Sep 2013 5 Sep2014 17 Sep2015 15 Sep2016 21 Sep 2017 16Aug 2018 20 Sep 2019 19 Jun 2020 30 Jun 2021 30 June 2022 28 June 2023 28 June 2024 27 June 2025 492,029 1,592,474 2,209,000 2,371,000 2,385,804 2,514.070 2,463,797 3,D70,000 380.500 2,713.197 2,190.000 4,305.000 4.192.000 The Foundation has also mad& olh8r charitable donations lotalling £25,000 during the year ended 31 March 20251£85,000 during the year ended 31 March 20241, as sel out in Note 4. One of the charities to wh￿h a future commitment of £30,000 had been made during the year ended 31 March 2024 ceased to operate during the year ended 31 March 2025, resulting in a reduction of £30,000 in other charitsble donations recorded for the year ended 31 March 2025. At 31 Mar¢h 2025, the Foundation had total fvnds of £3,908,210131 March 2024= £4,111.5871. ReSer￿S polky The Foundation's pollcy Is to disburse substantially all funds received from Syncona. retaining only sufficient funds to cover the Foundation's running costs (excluding the costs of the administrative support provlded by Synconal which a￿ represented by the Governance costs in note 6. The year-end reserves balance of £3.908,210 represents the ￿ceNable Syncona donation for the year ended 31 March 2025. The Trustees are satisfied that the reserves carried forward are Considered sufficienttothe size and nature of the Foundation. As at 31 March 2025, all funds held are unreslricled. THE SYNCONA FOUNDATION BOARD OF TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 2025 {continugd} Risk managgment The Board ofTrustees confimis that it has considered major risks to which the Foundation is exposed and has listed these as follows.. Investment risks.. The Foundation is exposed to the effects on Syncona's investment portfolio (the "Portfol￿.), as this drives the level of donations paid. This includes the effects of market price risk, foreign currency risk, liquidity risk and interest rate risk. The value of the Portfolio can go down as well as up. This risk is mitigated because il is also a principal risk for Syncona and so there is regular monitoring of the constituents ofthe Portfolio and the Portfolio's performance by Syncon8 Investment Management Limited and the Syncona Board. Credit risks.. The Foundation is exposed lo the risk that a counterparty may be unable to meet a commitment that il has entered with the Foundation, the only material example of which is under the agreement with Syncona documented in Note 2 to the financial statements. This is mitigated through monitoring of the investment perfomance t￿ted above, which would impact the ability of Syncona lo pay the donation. Operational risks,. The Foundation has no empioyees and is reliant on the availabillty and willingness of th& Trustees and other personnel to work for the FoUndat￿n in order to fulfil its ¢harilable purpose. The Board seeks to mitigate this risk by ongoing comrllunication and sharing of responsibilities, as well as to ensure full Board oversight of donations paid lo Charities as the main expenditure Of the Foundation. Future developments The Trustees expect the general level of activity to remain consislenl with the year ended 31 March 2025 over the forth¢oming year. The level of donations from Syncona for the year ending 31 March 2025 is expected, depending on Syncona's NAV, lo be similarto the level of donations in the year ended 31 Marrh 2025 and the overall charitable activities are anticipated lo remain unchanged. structure, Goveman¢e and Management Company and Charitablo Ststus The Foundation is limited by guarantee Iccmpany registration number 080739051, governed by ils m6mrandum and articles of association. It is a charity registsred with the Charity Commission, with charity number 1149202. Governan¢• The Board of Trustees is responsible for setting strategies and policies for the Foundats'on and ensuring that these are implemented. Manag•ment and $tsffing The Foundation has no employees. Under the Syncona Agreement. Syncona has agreed to provide adminislratNe support at the Foundation's request up lo a maximum cost of £50,000 per annum {calculaled on a cash basis), as agreed from tsme to lime between Syn¢ona and the Foundation. This support may include the provision of finance manager and trustee administration support and other support such as evaluation or str8tegy preparation. 10 THE SYNCONA FOUNDATION BOARD OF TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 2025 Icontinued) Induction and training In view of the size of the Foundation, there are currently no fr)m)al procedures in place for the induction and training of Trustee5. However, existing Trustees will ensure that new Trustees are fully briefed on the activities of the Foundation and Charitios Law. In accordance with the Articles of AssoCial￿n of the Foundation, the other Trustees and Members of the Foundation may appoint Trustees to the board, subject to them being aged over 16 and not being disqualified from trusteeship or directorship. The Trustees have concluded that a fixed protsss for the approval and appointment of new Trustee5 is not required given the sm811 size and lack of complexity of th8 Foundation. Fundraising activities The Foundation does not carry out any fundraising activitios. Board of Trustees The members of the Board ofTrustees perform the role of directors in company law and trustees in charity law. Those who served during the period, and to the dale of the signing of this report, were.. RupertAdams Thomas Henderson (Chairman) Nigel Keen Lucie Kitchener James Maltin statement of thg Board of Trusts•s' rosponsibilities The Trustees (who are also directors of the Foundalion for the purposes of company lawl are responsible for preparing the Trustees, Annual Report and the consc*lidated financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland" Company law requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of Ihe charitsble company and of the incoming resources and application of resources, in¢luding the income and expenditure, for that period. In preparing these financial statements, the Trustees are required to.. select suitable accounting policies and then apply them consistently", observe the methods and principles in the Charities SORP 2019 IFRS 102)", make judgments and estimates that are reasonable and prudent. stste whether applicable UK Accounting Standards have been followed,. and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business. The Truslees are responsible for keeping adequate accounting records that discbse with reasonable a¢¢ura¢y at any time the financial position of the charitable company and enable them lo ensure that the financial statements comply with the Companies Act 2006. They art also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. ThE SYNCONA FOUNDATION BOARD OF TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 2025 leontlnued) In so far as the Trustees are aware.. there is no relevant audit information of which the charitable company's auditor is unaware.. and the Trustees have taken all steps that they ought to have taken lo make themselves aware of any relevant audit information and lo establish that the auditor is aware of that information. Evgnts since the ond of the year In relation to the donation received from Syncona on 27 June 2025, £3,884,000 has been paid by way of donats)ns since 31 Mar¢h 2025. Othe￿iSe. in the opinion of the Board of Trustees, no event since the balance sheet dale signfficantly affects the Foundation's current financial p0511ion. From 1 April 2026, Syncona has agreed to donate 0.250A of NAV Ical¢ulated on a monthly basis) for Ihe next three firFancial years. Auditor Couch Bright lfjng & Co continues as the Foundation's auditor. Small company •xemptions The report of the Board of Trustees has been prepared taking advantage of the small companies exemption of section 415A of the Companies Act 2006. This report was approved by thé Board of Trustees on 4 Decernber 2025 and signed on it5 behalf by_. Thomas Henderson Chairman 12 THE SYNCONA FOUNDATION INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF THE SYNCONA FOUNDATION Report on the audlt of the flnan¢lal ststements Oplnlon We have audited the financial ststements of The Syncona Foundation (the 'charitable company.) which comprise-. the statement of financial activities (Incorporating an income and expenditure account),. the balance sheet., the cash flow statement and the related Notes 1 to 16. 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 Ifeland. (United Kingdom Generally Accepted Accounting Praclicel. In our opinion the financial statement5 of The Syncona Foundation Ithe'charitable comp8ny°I'. give a true and fair view of the slate of the charitable company's affairs as al 31 March 2025 and of the charitsble company'5 incoming resources and appI￿allOn of resources, including the charitable cotnpany's income and expenditure, for the year then ended., have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 102 'The Financial Repo￿.ng Standard applicable in the UK and Republic of Ireland. and have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in awordance with International Standards on Auditing {UK} IISAS IUK>I and applicable law. Our responsibilities under those standards are further described in the auditorfs responsibilities for the audil of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant lo our audit of the financial statements in the UK, including the FRC'S Ethul Standard, and we have fvlfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained 15 sufficient and appropriate to provide a basis for our opinion. Conclusions relatlng to going concern In auditing the financial stslemenls, we have concluded that the trustees, use of the going concem basis of accounting in Ihe preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainlie5 retating lo events or conditions that, individually or collectively, may cast significant doubt on Ihe Foundation's ability to continue as a going concem for a period of at least Melve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the trustees wilh respect to going concem are described in the relevant sections of this report. 13 THE SYNCONA FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE SYNCONA FOUNDATION (continued} Other inlorniation The Trustees are responsible for the other infomation. The olher information Comprlses the informallon included in the Trustees, report, other than the financial statements and our audilorfs report thereon. Our opinion on the financial statements does not cover the other infomiallon and, except to the extent otherwise explicrtly slated in our report. we do not express any form of assurance concluslon 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 state￿￿￿tS or our knowledge obtained in the audit or otherwise appears to be materialty misstated. If we identify such material inconsistencies or apparent material misststements, we are required to detefmine whether there is 8 material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed. we conclude that there is a material misslatemenl of this other infomialion. we are required to report that fact. We have n¢)Ihing to report in respect of these matters. Report on other legal and regulatory requirements Opinions on other Matte￿ prescribed by the Companles Act 2006 In our opinion. based on the work undertaken in the course of the audrt.. the information given in the Trustees, report, wh￿h includes the strategic report and the direclors, report prepafed for the purposes of company law for the financial year for which the financial statements are prepa￿d is consistent with the financial statements,. and the dire¢tor$' report included within the Trustees, report has been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the charrtable company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the dlrectors, report included within the Trustees, report. Matterd on whlch we are required to report by exception Under the Companies Acl 2006 we are ￿qUired to report in resFeCt of the following matters if, in our opinion.. adequate accounting records have not been kept by the charitable company, or retums adequate for our audit have not been received from branches not visited by us., or the charitable company financial statements are not in agreement with the accounting reGords and returns., or certain disclosu￿$ of trustees, remunerab.on specified by law are not made., or we have not received all the information and explanations we require for our audit.. or the trustees were not entitled lo prepare the financial statements in aCCordar￿e with the small companies. regime and lake advantage of the small companres, exemptions in preparing the directors, report and from the requirement Io PTepare a strategic report. We have nothing to report in ￿sPeCt of these matters. 14 THE SYNCONA FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE SYNCONA FOUNDATION {¢ontinued) Responsibilities of Trustee5 As explained more fully in the TfUStees' responsibilities Statement set out on pages g and 10. the Tiustees (who are also the directors of the charitable company for the purpose of company lawl 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 Ihe Trustees determine is necessary to enable the preparation of financial statements that are free from material misststement, whether due to fraud or error. In pieparing the finanaal statements, the Trustees are responsible for assessing the charitable cornpany'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 Trustees either intend to liquidate the charitablg company or to cease operations, or have no realistic alternatwe bul to do so. Auditor's 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 lo fraud or error, and lo issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance. bul is not a guarantee that an audit Conducted in accordance with ISAS IUKI will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered malertal if, individually or in the aggregate. they could reasonably be expected to in)luence the economic decisions of users taken on the basis of these financial statements. IrregularilEs, including fraud. are instan¢e5 of non4ompliance with laws and regulations. We design procedures in line with our responsibilities, Oijtlined above, to detect material misstatements in respect of irregularities, inGluding fraud. The specific procedures for this engagement and the extent to which these are capable of detecting I￿gUlarIties, including fraud is detailed below= We have.. Obtained an undetslanding of the legal and regulatory framework applicable lo the Foundation and how the Foundation is complying with that framework.. Obtained 8n understanding of the Foundatlon's policies and procedures on compliance with laws and regulations, including documentation of any instances of non-compliance.. Identif￿d the laws and regulations that have significance in the wntext of the Foundation.. Obtained an understanding of the Foundation's risk assessment process, inGluding the risk of fraud., Assessed and evaluated the susceptibility of the FoL¢ndation's financial statements to malerial misstatement, through error and fraud., Evaluated the assumptions and judgements used by management within significant accounllng estimates and assessed if these indicate evidence of management bias., Implemented procedures to enable the identffication and testing of unusual or unexpected journal entries". Tested significant transactions, In particular the evaluation of the business rationale for any which appear unusual or outside the company's normal course of business- 15 THE SYNCONA FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE IAEMBERS OF THE SYNCONA FOUNDATION Icontlnued) RevEwed the financial statements and tested the disclosures against supporting d￿umentatIOn,. Communicated relevant matters (including those above) to all members of the audit team to ensure they underslwd the rbsks specific lo the Foundation and the audit procedures planned to mitigate these. Because of the inherent limitations of an audit, there is a nsk that we will not delect all ifftgularities. including those leading to a material misstatement in the financial statements or non-compliance with regulation This risk Increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, a5 we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due lo fraud rather than error, as fraud involves intentional conGealment. forgery. collusion, omisston c* misrepresentation. A further de5criplion of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.or .ukJauditorsres nsibilities. This description forms part of our audilorfs report. U80 of our roport Thi5 report is made solely to the charitable 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 lo the charitable company's members those matters we are required to stale lo them in an auditor's report and for no other purpose. To the fullest extent permitted by law. we do not accept or assume responsibility lo anyone other than the charitable company and the charitable company's membeTS as a body, for our audit work, for this report. or for the opin￿nS we have formed. Ms TaTwa Mohamm&d (Senior Statutory Auditor) For and on b&half of Couch Bright King & Co CharteTed Accountants & Ststutory Auditors 2 Tolherst Court Turkey Mill Business Park Ashford Road Maidstone Kent ME14 5SF Dale.. I l December 2025 16 THE SYNCONA FOUNDATION STATEMENT OF FINANCIAL ACTIVITIES {INCORPORATING AN INCOME AND EXPENOITURE ACCOUNT) FOT the year ended 31 March 2025 Y•ar onded Year ended 31 March 31 March 2025 2025 Restricted Unrestrlcted Funds Funds Year ended Year ended 31 March 31 March 2025 2024 Total Total Funds Fund8 Note Income from: Donations Investment Income 4,036,776 3,364 4,036,776 3.364 4,4C6,142 1,078 Totsl Income 4,040,140 4,040,140 4807,220 Expenditure on: Charitable activrties 4.243.517 4,243,517 4,446,287 Total expendlture 4,243,517 4,243,517 4,446,287 Net lexpenditurelllncome 1203.377) 1203,377} 139.067 Reconclllatlon of funds: Total fund5 brought forward at start of year 15, 17 4,111.587 4,111,587 4,150,654 Total funds ￿rried fonvard at end of year 15, 17 3,908,210 3,908.210 4,111.587 The statement of financial activities incorporates an incomg and expenditure aG¢ount. All income and expenditure derive from continuing operations. There were Tr) recognised gains or losses other than those listed above and the net income for the year. 17 THE SYNCONA FOUNDATION BALANCE SHEET As at 31 March 2025 Asal 31 March 2025 31 March 2024 Totsl Funds Total Funds Note Flxed A888ts Investment Currènt Assets Debtors Cash at bank and in hand 10 3,987,067 26.813 4,356,468 42.519 Total Current Assets 4,013.880 4.3g8.987 Creditorn: amounts falllng due withln one year 11 155,6701 {157,4001 Net Current Assets 3,958,210 4,241,587 Creditors.. atrw)unts falling due after more than one year 11 150.0001 (130,0001 Totsl A$sets le55 Current Liabilities 3,908,210 4,111,587 The funds of Ihe charlty: Reslricled income funds Unrestricted income ftjnds 15, 17 3,908,210 4,111,587 Total Funds 3,908,210 4,111,587 These financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relabng to small companies. The financial statements for The Syncona Foundation (company number 08073905., charity number 11492021 were approved by the board of directors and authorised for issue on 4 December 2025. They were signed on ils behalf by.. Thoms Henderson, Trustee 18 THE SYNCONA FOUNDATION CASH FLOW STATEMENT For the year ended 31 March 2025 Nola 2025 2024 Net Cash flows from operating activities 13 {15,706) 4,126 Net Idecreasellincrease in cash and cash aqulvalents {15.706) 4,126 Cash and Cash equivalents at beginning of year 42,519 38,393 Cash and cash equivalents at the end of the year 26,813 42,519 Cash and cash equivalents comprise cash at bank and in hand. 19 THE SYNCONA FOUNDATION NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2025 Accountlng Policies A summary of the principal accounting policies is set out below. All of these have been applied consistently throughout the year and the preceding year. Company and charitable status The Syncona Foundalion, a public benefil entity, is incorporated in England and Wales 8$ a Company limited by guarantee not having a share capital. There are currendy fThre Trustees who are also the members of the Company. In the event of the charity being wound up, the liabiltty in respect of the guarantee is limited lo £1 per member of the charity. The ¢harrty is a ￿lStered charity. The registered office is given on page 2. Basls of accounting The financial statements have been prepared under the historical Cost convention and in a¢¢ordan¢e with Accounting and Reporting by Charities.. Statement of RecommeTKled Practice ISORP 2019) applieable to charities preparing their aeeounts in acCtsrdan￿ with the Financial Reporting Standard applicable in the UK and Republic of I￿land issued in October 2019. the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland {FRS 1021. the Charities Act 2011, the Companies Act 2006 and UK General￿ Accepted Accounting Practice. The Foundab'on constitutes a publi¢ benefit entity as defined by FRS 102. Presentation Currency The financial statements are presented in sterling which is the fijnctional currency of the charity- Golng concern The Foundation's charitable activities, together with the factors likely to affect its fvture development, erformance and position are set out in the Trustees, Report. The TTustees' Report also describes the financial position of the Foundation.. ils cash flows and IiquKlity posthon.. and the Foundalion's objectives, Kx)licies and proc8sses for managing its funds. The Foundation is limited by guarantee and is paty to a contract with Syncona in relation lo the annual charitable donation received from Syncona GP on behalf of Syncona. This is described further in Note 2. Under this agreement. there are a number of conditions under which the agreement could be terminated. including on six months, written notice. Were this lo occur. this would impede the abilty of the Foundation to undertake its charitable activities. Notice has not been provided under the terms of this agreement and the Trustees are not aware of any event that has occurred that could result in lerminalion of the agreement such that the Foundation would not continue to receive the annual Gharitable donation. The Trustees have a reasonable expectstion that the Foundation has adequate resources to continue in operational existence for the foreseeable future. Thus they conbnue to adopt the going concern basis of accounting in preparing the annual financial Statements and Gonfirrn that there ore no material un￿rtaIntieS about the charity's ability to ¢onbnue as a going ¢on¢em. Fund a¢¢ounting Unreslii¢ted fvnd5 are those which are spent or applied at the disGretion of the trustees to further any of the chaiity's PUTP05es. Restricted income fvnd5 are lo be spent or applied within a reasonable period from their weipt to further a 5pecifi¢ purpose of the charity, wh￿h is to fvrther one or more but not all of the charity's purposes. They can only be used in accordance with the donor's wish. Unreslricted fvnds are available for use at the discretion of the Trustees in furtheran￿ of the general objectives of the charity and whi¢h have not been designated for other purpo5e$. 20 THE SYNCONA FOUNDATION NOTES TO THE FINANCIAL STATEMENTS Forthe year ended 31 March 2025 Accounting Policies {continuedl Income Income is a transaction or other event which resu115 in an increase in assets or a reduction in liabilities. This is recognised in the Statement of Financial Activits"es when the Foundation gains control over the rights lo an economic benefit that has passed to it, it 15 probable that the Foundation will receive this income, and the monetary value of that income. the costs incurred for the transaction, and the costs to complete the transaction can be measured reliably. Such income is only deferred when-. The donor specifies that the grant or donation must onty be used in future ￿Counting periods., or The donor has imposed condibons which must be met before the charity has unconditional entillem8nt. On receipt, donated professional seNices are recognised on the basis of the value of the gift to the Foundation which 15 the amount the Foundation Would have been wi15ing to pay lo oblain services or fa¢ilib"es of equivalent economic benefit on the open market., a corresponding arnount is then recognised in expenditure in the per￿d of receipt Expènditurè Expenditure is incLJrred in carrying out the activities of the Foundation resulting in a decrease in the Foundation's assets or an Increase in its liabilities. Expenditure is recognised in the Statement of Financial Activities when a present legal or constructive obligation exists at the balance sheet date as a result of a past even( it is probable Ihata transferof economic benefits will be required in 5ettlemen( and the amunt of the obligatson can be measijred or eslimated reliably. Grants payable are accounted for when Ihe Trustees have accepted a legal or constructive obligation io make the grant. Costs are allocated to actlvities within ihe Sialemenl of Financial Activities as required by Ihe Charities SORP and are allocated direcly to the appropriate activity. Financlal Instrumonts Financial assets and financial Ilabililies are recognised when the Foundation becomes a paty to the contractual provisions of Ihe instrument. These are classified according to the substance of the ¢ontra¢tual arrangements entered into. The investment by the Foundation in a deferred share in Syncona, is an unlisted equity investment. The deferred share in Syncona is [￿ognise using the tax rates and laws Ihat have been enacted or substantively enaded by the balance sheet date. 21 THE SYNCONA FOUNDATION NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2025 Accounting Poll¢le6 l¢ontlnuedl Critical accounting judgements and key sou￿e6 of estlmatlon uncertalnty In the application of the Foundation's accounting policies, Ihe Twstees are required to make judgements, eslimales and assumptions about the Carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions a￿ based on historical experience and other factors that are considered to be relevant. Actual results may differ frorn these estimates. The estimates and undedying assumption$ 8re reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the ￿vIsion affe¢ts onty that period, or in the period of the revision and future periods if the revision affects both current and future periods. The Trustee$ do not consider there are any crilical judgements or sources of estimation Un￿rtaInty requiring dis¢losure beyond the accounting policies listed above. Debtors and Croditors ro¢0ivablelpayabl• within on• yoar Debtors and Creditors with no ststed interest rate and receivable or payable within one year are recorded at transaclion price. Any losses arising from impaim)ent are recognised in expenditure. Ca$h at bank and in hand Cash at bank and cash in hand includes cash and short tsrm highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deFx￿lI or similar account. t)onatlon from Syn¢ona The Foundats'on is paty to an agreement dated 16 April 2020 { the Syncona Ag￿eMenVI, which sets out the temis on which Syn¢ona makes an aggregate annual donation, paid in arrears, of One-￿e1fth of 0.35 per cent of Syncona's NAV as at each mnth*nd during the year, to b8 shared be￿een the ICR and the Foundation. Until the year ènding 31 March 2022. an amount equal to one-hveffth of 0.15 per cent of Syncona's NAV as at each monthend during the year was donated to the ICR., the Foundation agreed to be the recipient of the ￿ mainder of the Annual Charitable Contribution not donated to the ICR. From 1 April 2026, Syncona has agreed lo donate 0.25Yo of NAV (calculated on a monthly basis) for the next three financial years. On 24 June 2022, il was agreed between Syncona and the Foundation that the Annual Charitable ContribUt￿n would continue at the aggr6gale of One-￿e1fth of 0.35 per cent of Syncona's NAV for each month during the year ending 31 March 2023 and thè full amount would be paid to the Foundation. On 13 March 2023 rt was confirTned that this arrangement would continue for the year ending 31 March 2024 and on 17 March 2024 itwas confirmed that this arrangement would continue forthe year ending 31 March 2025. For any subsequer)I financial years, unl&ss othemise agreed be￿O￿n Syncona and the Foundats"on. the Annual Chantable Contribution will be an amount equal lo the aggregate of One-￿e1fth of 0.30 per Cent of Syncona's NAV for each month during the relevant financial year or part year. From 1 April 2026. Syncona has agreed to donate 0.25% of NAV (calculated cn a monthly basis) for the next three financial years. Under the Syncona Ag￿ernent, Syncona has agreed to provide administrative supportat the Foundats'on's request up to a maximum Cost of £50,000 per annum l¢al¢ulated on a cash basis), as ag￿d from time to time be￿een Syncona and the Foundatson. This support may include the provision of finance manager and trustee administration support and other support such as evaluation or strategy preparation. THE SYNCONA FOUNDATION NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2025 Donation from Syncona Icontinuedl Either paty may terminate this agreement on Six rnonth$' written notice to the other. Either paty may terminate this agreement immediatety on written notice to the other at any time in the event that.. {al {bl {¢) a change of control of Syncona occurs., the Foundation ceases to be a charitabk organisation- the other paty breaches any material provision of this agreement and 5UGh breach either is incapable of remedy or has not been remedied to the reasonable $ab'sfacl￿ of the terminating Party within 30 days of the Dther paty receiving notice to do the same from the lerminab'ng paty,. the other paty does (or omits lo dol anything which, in the reasonable opinion of the terminating party. is knowingly calculated to, or which may reasonably be expected lo, bring the terminatsng party into disrepute., the other paty has passed any resolution for. or made any filing in respect of, its liquidation, receivership or reorganis*ion under any insolvency laws or has taken (or there has been taken against rt by any third paty) any similar action., or the performance by the firsl party of any of its obligations under this agreement is or becomes illegal or unlawful under the laws of any relevant jurisdiction. {dl {el ifj In additlon, the Foundation may terminate the agreement immediately on written notice if Syn¢ona does {or omits to do} anything which, in the reasonable opinion of the Foundation. is knowingly cal¢ulaled lo, or which may reasonably be expected lo, be detrimental to the Foundation carrying on rts ¢haritable purposes. The agreement is govemed by English law. For the year ending 31 March 2025, as per the above agreement, the Foundation received the following., li} A donation of £3,986,756131 March 2024.. £4.356,1221 was received on 27 June 2025. lil) Donated service5 to the value of £50,020 (calculated on an accruals basis) in respect of the provision of administrative 5UPPQtI and other support such as evaluab.on or strategy preparation. Investment Incorne Investment income can be analysed as follows.. 2025 2024 Bank interest ￿￿e1Ved 3.364 1,078 Total 3,364 1,078 23 THE SYNCONA FOUNDATION NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2025 Charitable activities For the year ended 31 March 2025, Syncona agreed to make an aggregate donation to the Foundation, paid in 8rrears, of one•twelfth of 0.35 per ￿nt of Syncona's NAV as at each month-end during the year (the "Annual Charitsble Contribution l. On 13 March 2025, it was agreed be￿een Syncona and the Foundats'on that fi)r any subsequent financial years, unless otherwise agreed be￿een Syncona and the Foundats'on, the Annual Charitable Contribution will be an amount equ81 to the aggregate of one ￿e1fth of 0.30 per ¢ent of Syncona's NAV for each month during the relevant financial year or part year. From 1 April 2026, Syncona has agreed to donate 0.25VA of NAV Icalcu18ted on 8 monthly basis) for the next three financial years. The Foundation makes donations to Charities in line wrth the Foundation's objeclwes. The Trustees have viewed the Foundation's strategy, with a view to maxirnising the impael from the gr8nts the Foundation makes, and they anticipate that future potential grantees will be assessed based on the strength of their managernenl. impact, ability to grow, focus on areas of high unmet need and ability to communicate with the Foundation about their work. An analysis of annual charitable donation5 IS shown below.. 2025 Donatlons to In$titullon8 2025 Donations to individuals 2024 Donations to institutions 2024 Donations to individuals Charltsble a¢llvltles: Charitable organisations 4,187,000 4,390.000 Total 4.187,000 4,390,000 2025 2024 Allocatlon of Institutional donatlons payable Donations to core charities Restricted Unrestricted 4,192,000 4,305,000 Donations to other charities., Bowel Research UK Nurse Lifeline Evie's Night Owls 25,000 60,000 130,0001 25,000 Totsl charftable donation for year 4,187,000 4,390,000 Nurse Lifeline, to which a future commitment of £30,000 had been made during the year ended 31 March 2024 ceased lo operate during the year ended 31 March 2025, resulting in a reduction of £30,000 in other charitable donations recorded for the year ended 31 March 2025. 24 THE SYNCONA FOUNDATION NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2025 Allo¢ation of Costs by Actlvlty In accordancè with FRS 102, support costs are required to be allocated to the significant activities of the charitable organi5ation. All governan¢e costs borne by the Foundation are allocated to ¢harilabEe activities as they are attributable directly to that purpose. The allocation of these support costs is shown in the table below.. Year ended 31 March 2025 Charitable Activities othèr Expendituro Totsl Support and Other Costs: Govemance (see Note 61 Total Supportand Other Exponditure Institutional Donations Payable (see Note 41 Tolal Expenses 56,517 56,517 58,517 56,517 4,187.000 4,243,517 4,187,000 4,243,517 Year ended 31 March 2024 Charitablo Activitie5 (Xher Expenditure Total Support and Other Costs: G0veMan￿ {see Note 61 Total Supportand Othor Expenditure Institutional Donations Payable (see Note 41 Total Expenses 56,287 56,287 56,287 56.287 4,390,000 4,446,287 4,390,000 4,446,287 25 THE SYNCONA FOUNDATION NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2025 Governance costs An anatysis of govemance costs is as follows.. 2025 2024 Statutory Audit fee Insurance costs Other professional fees Administrative support provided by Syncon8 (see Note 21 Bank charges 5,670 707 120 5.400 722 120 50,020 50,020 25 $6,S17 56,287 Trustees and staff numbers No member of the Board of Trustees received any emoluments and there were no employees. Taxatlon on profil on ordinary o¢tivilies The Foundation is a charity and is exempt from tax on income and gains falling within Part 11 of the Corporation Tax Act 20101'CTA 2010.1 to the extent thal these are applied to its charitable objects. No tax charges have arisen in the Foundation. Investment On 28 September 2012, the sole subscriber share issued by Syneona on incorporation was re-designated (by special resolution of the founder Shareholder dated 28 September 20121 as a Deferred Share and transferred to the Foundation. The Foundation hold5 this share al nil value. This non-parbcipating non- redeemable Deferred Share has no other rights lo assets or dividends. except lo payment of £1 on the liquidation of Syncona and carries a right to vole only if there are no other Glasses of voting share of Syncona in issue. 10. Debtors 2025 2024 Due within one year Re￿Wable from Syncona GP (see Note 2) Other debtors Prepayments 3.986.756 4,356,122 311 346 3,987,067 4,356,468 As explained in Note 2, the amount receivable from Syncona GP has been received after the year end. 26 THE SYNCONA FOUNDATION NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2025 11. Credltor8 2025 2024 Due within one year: Charity donations payable (see Note 121 Trade and other creditors statutory Audit fee so,000 152,000 5,670 5,400 S6,670 157,400 Due after more than one year: Charity donations payable (see Note 12) 50,000 130,000 so,000 130,000 12. Funding commitments Al 31 March 2025. the Foundation had commltted to make the following donations, which are considered 2025 2024 Due within one year: Heritage of London Trust Matt Hampson Foundation Royal Marsden Cancer Chanty Busine$5 Beats Cancer Guernsey Nurse Lifeline The Shanty Trust 30,000 30,000 50.000 17,OC 15,OC 10.OCrf) 50,000 50,000 152,000 Due after more than one year Royal Marsden Cancer Charity Nurse Lifeline 50,000 loo,000 30.000 50,000 130,000 These payments are included In the Credltors balances above. Nutse Lifeline. to which a futu￿ commitment of £30,000 had been made during the year ended 31 March 2024 ceased to operate during the year ended 31 March 2025, re5uMing in a reduotion of £30,000 in other charitable donations recorded for the year ended 31 Maich 2025. At the end of the Qu￿ent and preceding year there were no other funding or caprtal commf(ments, contingent liabilities or other financial commitments ftsr which full provision has not been made in these financial Statements. 27 THE SYNCONA FOUNDATION NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2025 13. Re¢on¢lllation of net movement in funds to n•t cashflow from operatlng activities 2025 2024 Net expenditure for the year 1203,377) 139,a67} Nel expendf(ure tefore movement in working capital 1203,377) 139,Q671 Decrease in debtors 369,401 265,693 Decrease in creditors 1181,7301 1222,5001 Net ¢ash flows from operating actSvitles 115,706) 4.128 14. Related parties The Trustees have not received any rernuneration and no travel or meeting expenses wgre reimbursed to trustees during the year131 March 2024.. £nil). 15. Analys18 of charltable funds Year ended 31 March 2025 Analysls of Fund movements Fund brought forward at 1 Aprfl 2024 Income Expendlture Ilncluding taxation) Fund carried forthvard at 31 March 2026 {al Restricted Funds {bl Unrestricted Funds 4,111,587 4.040,140 {4,243.5171 3,908,210 4,111,587 4,040,140 4,243,517) 3,908,210 Year ended 31 March 2024 Analysis of Fund movements Fund brought foNard at 1 April 2023 Income Expendi￿re {Includlng taxatlonl Fund Carried forward al 31 Mar¢h 2024 la) Restricted Funds Ibl Unrestricled Funds 4,150,654 4,407,220 14,446.2871 4,111.587 4,150,654 4807,220 {4.446.2871 4,111,587 All the Foundation's funds are unrestricted funds which are available for use at the discrelon of the Trustees In furtherance of the general objectives of the charty and which have not been designated for other purposes, 16. Allocatlon of Net Assets between funds All net assets as al 31 Mar¢h 2025 are unrestricted. 28