For the financial year ended 31 May 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Regenerus Limited is a private company limited by shares incorporated in Scotland. The registered office is 5 South Charlotte Street, Edinburgh, Scotland, EH2 4AN.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors. These are measured at amortised cost and are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

The average monthly number of persons (including directors) employed by the company during the year was:

Details of the company's subsidiaries at 31 May 2025 are as follows:

Justin Price holds a fixed and floating charge over all property or undertaking of the company.

During the year, the company issued 1,271,848 Ordinary shares of £0.01 each for a total cash consideration of £1,271,848. In August 2024, 366,212 Ordinary shares of £0.01 were issued for a total cash consideration of £366,212. In October 2024, 33,788 Ordinary shares of £0.01 were issued for a total cash consideration of £33,788. In February 2025, 691,324 Ordinary shares of £0.01 were issued for a total cash consideration of £691,324. In March 2025, 180,524 Ordinary shares of £0.01 were issued for a total cash consideration of £180,524.

The company has taken advantage of the exemptions within FRS102 section 1AC.35 (Related Party Disclosure) which allows exemption from the disclosure of related party transactions with other group companies.

During the year, the company made repayments of £390,209 against loan notes in favour of shareholders and a balance of £56,089 was written off in the year, resulting in a balance due at the year end of £583,341 (2024 : £1,029,639).

The following share based payment arrangements were in existence during the year ended 31 May 2025.

The options outstanding at 31 May 2025 had an exercise price ranging from £0.625 to £1.44, and a remaining contractual life of up to 4 years.

The fair value of the options is estimated at the date of the grant using a Black-Scholes option pricing model. The following assumptions have been used in calculating the fair value of the share options.

The risk free interest rate is based on the government gilt rate that is commensurate with the average expected life of the option. The expected life of the options is the expected average point at which an option becomes exercisable. The expected volatility is based on historical volatility of the share price of the Company and of quoted comparable companies over the most recent period at the date of the grant that is commensurate with the average expected life of the option. The weighted average share price was calculated using the black scholes option pricing model.

During the year, the company recognised total share-based payment expenses of £9,173 (2024 - £10,816) which related to equity settled share based payment transactions.