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Registered number: 09677410
Pheon Therapeutics Ltd
Unaudited
Financial statements
Information for filing with the registrar
For the year ended 31 March 2025
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Pheon Therapeutics Ltd
Chartered accountants' report to the board of directors on the preparation of the unaudited statutory financial statements of Pheon Therapeutics Ltd for the year ended 31 March 2025
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Pheon Therapeutics Ltd for the year ended 31 March 2025 which comprise the Balance sheet and the related notes from the Company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation.
This report is made solely to the Board of directors of Pheon Therapeutics Ltd, as a body, in accordance with the terms of our engagement letter dated 26 September 2022. Our work has been undertaken solely to prepare for your approval the financial statements of Pheon Therapeutics Ltd and state those matters that we have agreed to state to the Board of directors of Pheon Therapeutics Ltd, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Pheon Therapeutics Ltd and its Board of directors, as a body, for our work or for this report.
It is your duty to ensure that Pheon Therapeutics Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Pheon Therapeutics Ltd. You consider that Pheon Therapeutics Ltd is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or review of the financial statements of Pheon Therapeutics Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Kreston Reeves LLP
Chartered Accountants
Canterbury
28 October 2025
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Pheon Therapeutics Ltd
Registered number: 09677410
Balance sheet
As at 31 March 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 October 2025.
The notes on pages 4 to 9 form part of these financial statements.
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Pheon Therapeutics Ltd
Registered number: 09677410
Balance sheet (continued)
As at 31 March 2025
Page 3
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Pheon Therapeutics Ltd
Notes to the financial statements
For the year ended 31 March 2025
Pheon Therapeutics Ltd (“the company”) is a private company limited by shares and is incorporated in England with the registration number 09677410. The address of the registered office is Innovation House, Innovation Way, Discovery Park, Sandwich, Kent, CT13 9FF.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Page 4
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Pheon Therapeutics Ltd
Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss 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 profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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Pheon Therapeutics Ltd
Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of income and retained earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 11 (2024 - 9).
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Page 6
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Pheon Therapeutics Ltd
Notes to the financial statements
For the year ended 31 March 2025
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Long-term leasehold property
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Charge for the year on owned assets
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Investments in subsidiary companies
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Page 7
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Pheon Therapeutics Ltd
Notes to the financial statements
For the year ended 31 March 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Allotted, called up and fully paid
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5,207,414 (2024 - 5,188,168) Ordinary shares of £0.0001- each
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3,800,000 (2024 - 3,800,000) Series A shares of £0.0001- each
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27,866,719 (2024 - 27,866,719) Series A2 Preferred shares of £0.0001- each
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19,607,843 (2024 - ) Series B shares of £0.0001- each
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During the year:
1) 19,246 Ordinary Shares with aggregate nominal value of £2 were allotted and issued for a total consideration of £2,010.
2) 19,607,843 Series B Preferred Shares with aggregate nominal value of £1,961 were allotted and issued for a total consideration of £48,127,308.
Page 8
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Pheon Therapeutics Ltd
Notes to the financial statements
For the year ended 31 March 2025
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The Company operates a share option scheme for employees who receive part of their remuneration in the form of share based payments. Under the terms of the scheme each option provides the holder to acquire shares in the Company.
One quarter of the option shares vest 12 months from the vesting commencement date. One thirty sixth of the remaining option shares vest on a monthly basis thereafter. Each option will lapse on or after the tenth anniversary of the date of grant. There are no performance related conditions attached to the options.
The balance of options at the beginning of the period was 3,094,572 with a weighted-average exercise price of £0.10 per share.
During the period, 4,591,368 share options were granted with a weighted-average exercise price of £0.48 per share.
During the period, 19,246 share options were exercised with a weighted-average exercise price of £0.10 per share.
During the period, 264,055 share options were cancelled with a weighted-average exercise price of £0.34 per share.
At the period end 1,896,631 share options were exercisable and 5,506,008 were unvested all with a weighted-average exercise price of £0.32 per share.
The fair value of the share options granted has been measured through the use of the Black-Scholes pricing model. The total share option expense recognised in the statement of income and retained earnings for the period was £658,132
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Related party transactions
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All related party transactions during the current and prior periods, including key management personnel compensation, were made under normal market conditions.
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The directors consider there to be no ultimate controlling party.
Page 9
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