Company registration number 13333949 (England and Wales)
KANNA HEALTH LTD
TRADING AS KADENCE BIO
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
PAGES FOR FILING WITH REGISTRAR
KANNA HEALTH LTD
TRADING AS KADENCE BIO
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
KANNA HEALTH LTD
TRADING AS KADENCE BIO
BALANCE SHEET
AS AT
30 JUNE 2025
30 June 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Tangible assets
4
1,100
3,081
Investments
5
143,468
53,085
144,568
56,166
Current assets
Debtors
7
1,692,003
1,181,551
Cash at bank and in hand
574,622
2,199,471
2,266,625
3,381,022
Creditors: amounts falling due within one year
8
(871,353)
(927,550)
Net current assets
1,395,272
2,453,472
Total assets less current liabilities
1,539,840
2,509,638
Creditors: amounts falling due after more than one year
9
(5,539,224)
(4,405,626)
Net liabilities
(3,999,384)
(1,895,988)
Capital and reserves
Called up share capital
11
145
145
Share premium account
4,499,998
4,499,998
Equity reserve
865,283
751,687
Profit and loss reserves
(9,364,810)
(7,147,818)
Total equity
(3,999,384)
(1,895,988)
KANNA HEALTH LTD
TRADING AS KADENCE BIO
BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2025
30 June 2025
- 2 -

For the financial year ended 30 June 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he 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

The financial statements were approved by the board of directors and authorised for issue on 5 January 2026 and are signed on its behalf by:
Mr J Boghossian
Director
Company registration number 13333949 (England and Wales)
KANNA HEALTH LTD
TRADING AS KADENCE BIO
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 3 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 July 2023
145
4,499,998
620,827
(4,393,491)
727,479
Year ended 30 June 2024:
Loss and total comprehensive income
-
-
-
(2,754,327)
(2,754,327)
Issue of convertible loan
-
-
130,860
-
130,860
Balance at 30 June 2024
145
4,499,998
751,687
(7,147,818)
(1,895,988)
Year ended 30 June 2025:
Loss and total comprehensive income
-
-
-
(2,216,992)
(2,216,992)
Issue of convertible loan
-
-
113,596
-
113,596
Balance at 30 June 2025
145
4,499,998
865,283
(9,364,810)
(3,999,384)
KANNA HEALTH LTD
TRADING AS KADENCE BIO
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 4 -
1
Accounting policies
Company information

Kanna Health Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor, One Suffolk Way, Sevenoaks, TN13 1YL.

1.1
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.3
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery
20% Straight line
Computer equipment
33% Straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.4
Fixed asset investments

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.

KANNA HEALTH LTD
TRADING AS KADENCE BIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 5 -
1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

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.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

KANNA HEALTH LTD
TRADING AS KADENCE BIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.8
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.9
Equity instruments

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.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

KANNA HEALTH LTD
TRADING AS KADENCE BIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 7 -
1.11
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 employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

KANNA HEALTH LTD
TRADING AS KADENCE BIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 8 -
1.13
Share-based payments

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 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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2025
2024
Number
Number
Total
11
12
KANNA HEALTH LTD
TRADING AS KADENCE BIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 9 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 July 2024
9,213
Disposals
(2,748)
At 30 June 2025
6,465
Depreciation and impairment
At 1 July 2024
6,132
Depreciation charged in the year
1,523
Eliminated in respect of disposals
(2,290)
At 30 June 2025
5,365
Carrying amount
At 30 June 2025
1,100
At 30 June 2024
3,081
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
143,468
53,085
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 July 2024
53,085
Additions
90,383
At 30 June 2025
143,468
Carrying amount
At 30 June 2025
143,468
At 30 June 2024
53,085
6
Subsidiaries

Details of the company's subsidiaries at 30 June 2025 are as follows:

KANNA HEALTH LTD
TRADING AS KADENCE BIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
6
Subsidiaries
(Continued)
- 10 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Kanna Health US LLC
America
Ordinary
100.00
Kanna Health Pty Ltd
Australia
Ordinary
100.00
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
905,684
560,814
Other debtors
786,319
620,737
1,692,003
1,181,551
8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
272,196
551,333
Taxation and social security
4,850
10,466
Other creditors
594,307
365,751
871,353
927,550
9
Creditors: amounts falling due after more than one year
2025
2024
£
£
Convertible loans
5,539,224
4,405,626
10
Share-based payment transactions

During the period the company operated share option plans under EMI schemes and unapproved schemes.

KANNA HEALTH LTD
TRADING AS KADENCE BIO
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
10
Share-based payment transactions
(Continued)
- 11 -
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 July 2024
57,920
24,259
-
0
-
0
Granted
209,636
57,270
-
0
-
0
Expired
-
0
(23,609)
0
-
0
-
0
Outstanding at 30 June 2025
267,556
57,920
-
0
-
0
Exercisable at 30 June 2025
-
0
-
0
-
0
-
0
11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A1 ordinary shares of £0.0001 each
176,348
176,348
18
18
A2 ordinary shares of £0.0001 each
1,075,200
1,075,200
108
108
B ordinary shares of £0.0001 each
175,492
175,492
18
18
C ordinary shares of £0.0001 each
14,300
14,300
1
1
1,441,340
1,441,340
145
145
12
Events after the reporting date

On 5 August 2025 all the outstanding convertible loans were converted in accordance with their terms (as amended) into new Kadence Bio Series A2 Preferred shares. This resulted in the conversion of a total of £5,686,604 of convertible loans into 441,961 new shares.

13
Related party transactions

The company has taken advantage of the exemption available whereby it has not disclosed transactions with any wholly owned subsidiary undertaking.

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