Uniphy Limited

(Registration number: 10003458)
Balance Sheet as at 31 December 2024

	Note	2024 £	2023 £
Fixed assets
Tangible assets	4	42,012	36,695
Current assets
Debtors	5	339,300	344,486
Cash at bank and in hand		62,060	2,434,179
		401,360	2,778,665
Creditors: Amounts falling due within one year	6	(310,189)	(147,395)
Net current assets		91,171	2,631,270
Net assets		133,183	2,667,965
Capital and reserves
Called up share capital		716	716
Share premium reserve		10,407,960	10,407,960
Profit and loss account		(10,275,493)	(7,740,711)
Total equity		133,183	2,667,965

Uniphy Limited

(Registration number: 10003458)
Balance Sheet as at 31 December 2024

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

•	The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
•	The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised for issue by the Board on 22 September 2025 and signed on its behalf by:
 

.........................................

J E Nicholas

Director

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

1	Statutory information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Nexus
Discovery Way
Leeds
LS2 3AA
United Kingdom

2	Accounting policies

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

The financial statements are prepared in pounds sterling which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Going concern

The company raised additional funding in February 2025 of £1.5m (see note 12). This was invested by Mercia Ventures (via the Nothern Powerhouse Investment Fund II and Mercia EIS). Having reviewed this investment, the directors are confident that the company will be able to meet its obligations as they fall due for a period of 12 months from the balance sheet date.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
and it is probable that future economic benefits will flow to the entity.

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense or credit for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.

Tangible fixed assets

Tangible fixed assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation.

The cost of tangible fixed assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Computer equipment	25% on cost
Laboratory equipment	25% on cost

Research and development costs

Expenditure on research and development is written off to the profit or loss during the year in which it is incurred.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits.

Trade creditors

Trade creditors are recognised at the transaction price.

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employees' services are received.

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the profit and loss account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the profit and loss account over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the profit and loss account is charged with fair value of goods and services received.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 13 (2023 - 12).

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

4	Tangible fixed assets

	Computer equipment  £	Laboratory equipment  £	Total £
Cost
At 1 January 2024	90,848	32,891	123,739
Additions	25,330	-	25,330
At 31 December 2024	116,178	32,891	149,069
Depreciation
At 1 January 2024	61,742	25,302	87,044
Charge for the year	16,931	3,082	20,013
At 31 December 2024	78,673	28,384	107,057
Carrying amount
At 31 December 2024	37,505	4,507	42,012
At 31 December 2023	29,106	7,589	36,695

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

5	Debtors: amounts falling due within one year

	2024  £	2023  £
Trade debtors	44,670	-
Other debtors	42,393	135,938
Prepayments	53,771	35,904
Corporation tax	198,466	170,000
Directors' loan accounts	-	2,644
	339,300	344,486

6

Creditors

	2024  £	2023  £
Directors' loan accounts	49,464	-
Trade creditors	113,203	78,055
Taxation and social security	93,737	26,258
Other creditors	24,985	21,702
Accruals	28,800	21,380
	310,189	147,395

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

7	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	£	No.	£
Ordinary shares of £0.0001 each	1,946,000	194.60	1,946,000	194.60
Ordinary A shares of £0.0001 each	892,857	89.29	892,857	89.29
Ordinary B shares of £0.0001 each	4,317,236	431.72	4,317,236	431.72
	7,156,093	716	7,156,093	716

8	Obligations under leases

Operating leases

The total of future minimum lease payments is as follows:

	2024 £	2023 £
Total	113,805	148,525

9	Related party transactions

Transactions with directors

2024	At 1 January 2024 £	Advances to director £	Repayments by director £	At 31 December 2024 £
Director	(2,644)	(7,477)	60,372	50,251

2023	At 1 January 2023 £	Advances to director £	Repayments by director £	At 31 December 2023 £
Director	(575)	(2,690)	621	(2,644)

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

10	Share-based payments

Unapproved Scheme

Scheme details and movements

At the year-end, 1 (2023 - 0) employee and 1 (2023 - 1) company director held non-transferrable options over 303,593 (2023 - 110,000) shares in the company , under an unapproved scheme.

The options granted in the year vest evenly in three equal annual instalments on the anniversary of grant. There are no performance conditions attached to the options.

Options remaining at the year-end have an exercise price of £0.0001 per share.
The term of the options are 10 years from the date of grant.
 

The movements in the number of share options during the year were as follows:

	2024 Number	2023 Number
Outstanding, start of period	110,000	110,000
Granted during the period	193,593	-
Outstanding, end of period	303,593	110,000
Vested, end of period	96,334	82,667

The movements in the weighted average exercise price of share options during the year were as follows:

	2024		2023
	£		£
Outstanding, start of period	0.0001		0.0001
Granted during the period	0.0001
Expired during the period	-
Outstanding, end of period	0.0001		0.0001
Vested, end of period	0.0001		0.0001

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

EMI Scheme

Scheme details and movements

At the year-end, 10 (2023 - 7) employees and 3 (2023 - 1) company directors held non-transferrable options over 1,067,476 (2023 - 227,000) shares in the company, under an approved scheme.

The options granted in the year vest evenly in three equal annual instalments on the anniversary of grant. Vesting may also be conditional upon other criteria such as the option holder's continuing employment by the company.

Options remaining at the year-end have an exercise price of £0.0001 per share.

The term of the options are 10 years from the date of grant.

The movements in the number of share options during the year were as follows:

	2024 Number	2023 Number
Outstanding, start of period	215,667	219,000
Granted during the period	840,480	-
Forfeited during the period	-	(3,333)
Outstanding, end of period	1,056,147	215,667
Vested, end of period	176,220	133,436

The movements in the weighted average exercise price of share options during the year were as follows:

	2024		2023
	£		£
Outstanding, start of period	0.0001		0.0001
Granted during the period	0.0001
Forfeited during the period			(0.0001)
Outstanding, end of period	0.0001		0.0001
Vested, end of period	0.0001		0.0001

11	Post balance sheet events

On 5 February 2025 Northern Powerhouse Investment Fund II advanced the company £1.5m under a convertible loan agreement. The loan is issued at a fixed interest rate of 10% an the loan notes are unsecured, the loan notes will either be converted to equity or repaid the earlier of 3 years or exit. On the same date, Mercia EIS and NPIF II have each signed an agreement to invest £0.75m as equity in the company and will recieve B shares in exchange for their investment.