REGISTERED NUMBER: 07174977 (England and Wales)

Unaudited Financial Statements For The Year Ended 31 March 2025

for

Incanthera Research & Development

Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTORS:

Dr S J Ward

Mr T McCarthy

Mrs L J Brogden

SECRETARY:

Mrs L J Brogden

REGISTERED OFFICE:

98 King Street

Manchester

M2 4WU

REGISTERED NUMBER:

07174977 (England and Wales)

ACCOUNTANTS:

Fact3

3 Hardman Square

Spinningfields

Manchester

M3 3EB

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

2,123

3,102

2,123

3,102

CURRENT ASSETS

Debtors

6

8,362

70,673

Cash at bank

4,290

6,788

12,652

77,461

CREDITORS

Amounts falling due within one year

7

3,894,063

3,063,091

NET CURRENT LIABILITIES

(3,881,411

)

(2,985,630

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,879,288

)

(2,982,528

)

CAPITAL AND RESERVES

Called up share capital

24,862

24,282

Share premium

7,304,534

7,304,534

Other reserves

585,375

585,375

Retained earnings

(11,794,059

)

(10,896,719

)

SHAREHOLDERS' FUNDS

(3,879,288

)

(2,982,528

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

Mrs L J Brogden - Director

1.	STATUTORY INFORMATION

Incanthera Research & Development Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Intangible assets

Intangible assets acquired as part of a business combination are recognised separately from goodwill provided they are separable or arise from contractual or other legal rights and their fair value can be measured reliably.

Where intangible assets recognised have finite lives, after initial recognition their fair value is amortised on a straight line basis over those lives. The nature of those intangibles recognised and their estimated useful lives are as follows:-

Patents - Straight line over 20 years

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

33% on cost

Computer equipment

33% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade and other receivables

Trade and other receivables that do not contain a significant financing component are initially recognised at fair value and subsequently held at amortised cost less provision for impairment.

Trade and other payables

Trade and other payables are not interest-bearing and are stated at nominal value.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as interest expense in the profit and loss account.

Going concern

As part of their going concern review the Directors have prepared detailed financial forecasts and cash flows for the Company looking forward at least 12 months from the date of the approval of these financial statements. In preparing those forecasts, the Directors have made certain assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period

The following statement is extracted from the parent entity and considers the group as a whole.

At 31 March 2025, the Company had cash and cash equivalents of £4k.

On 11th August 2025, the Group launched its premium cosmetic skincare range through a direct to consumer ("DTC") marketing campaign funded by the business. This is a change from the previously announced model which was based upon large scale third party distribution. The directors are confident that the launch will be a success and that the business will be able to generate significant revenues and profits and that the Group will be cash generative within a short period of time. However, the DTC business model is new to the Group and there is mininal historical data to validate the level of potential revenues.

At 31 March 2025, the Group had cash and cash equivalents of £80,000. On 30 June 14,514,286 ordinary shares of 2p were issued at a price of 3.5p, raising gross proceeds of £508,000 to contribute to the costs of the DTC product launchand for general working capital requirements. At 31 August 2025 the Group had cash and cash equivalents of £26,000. The Group has therefore temporarily redeployed cash which had been earmarked for product development and put in place arrangements for the deferral of salary and other costs to provide additional working capital in the event that sales revenues are lower than anticipated. If revenues from the DTC product launch are insufficient to cover the running costs of the business in the going concern period, further investment will be required in the form of additional equity capital and/or working capital finance. Should such additional funding be required the directors, having discussed the prospects for fundraising with the Group's capital markets advisers, are confident that funding will be available. However, the availability of new funding is not confirmed.

The absence of historical data to validate the level of potential revenues from the new DTC business model, coupled with the proximity of the launch date to the date of approval of these financial statements, represents a considerable inherent uncertainty in relation to the funding of the Group's working capital requirements. If revenues from the product launch are insufficient to cover running costs in the going concern period and if the directors are unable to secure sufficient additional funding they could be forced to take all necessary steps to reduce outgoings and/or take other actions which could include the sale of assets or the winding up of the Company. This represents a material uncertainty in relation to the Company's funding arrangements that may cast significant doubt on the ability of the Company and the Group to continue as a going concern.

The financial statements do not include any adjustments which would be necessary should the Company and the Group be unable to remain a going concern.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2024 - 2 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 April 2024

and 31 March 2025

826,644

AMORTISATION

At 1 April 2024

and 31 March 2025

826,644

NET BOOK VALUE

At 31 March 2025

-

At 31 March 2024

-

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 April 2024

52,403

Additions

832

At 31 March 2025

53,235

DEPRECIATION

At 1 April 2024

49,301

Charge for year

1,811

At 31 March 2025

51,112

NET BOOK VALUE

At 31 March 2025

2,123

At 31 March 2024

3,102

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

8,362

70,673

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

28,980

140,899

Amounts owed to group undertakings

3,770,733

2,733,672

Other creditors

94,350

188,520

3,894,063

3,063,091

8.	RELATED PARTY DISCLOSURES

During the year ended 31 March 2025, the parent company purchased accountancy and HR services totalling £37,871 (31 March 2024: £36,085) from summ.it assist LLP t/as Fact3 a company of which Laura Brogden is a member. The amount owed to summ.it assist LLP t/as Fact3 at 31 March 2025 was £3,981 (31 March 2024: £3,755).

At the 31 March 2025, Dr Simon Ward, had a Director's loan account balance outstanding due to the Company of NIL (31 March 2024: £16,812).

At the 31 March 2025, Tim McCarthy had a Director's loan account balance outstanding due from the Company of NIL (31 March 2023: due from the Company £23,488).

9.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Incanthera PLC (incorporated inEngland and Wales).