Company registration number SC612347
PHENO THERAPEUTICS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
PHENO THERAPEUTICS LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
PHENO THERAPEUTICS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible Assets
3
-
0
701
-
0
701
Current assets
Debtors
4
327,882
643,461
Cash at bank and in hand
1,742,507
3,468,946
2,070,389
4,112,407
Creditors: Amounts Falling Due Within One Year
5
(9,364,870)
(8,677,457)
Net current assets (liabilities)
(7,294,481)
(4,565,050)
Total assets less current liabilities
(7,294,481)
(4,564,349)
Creditors: Amounts Falling Due After More Than One Year
6
(2,338,989)
(2,198,029)
Net liabilities
(9,633,470)
(6,762,378)
Capital and reserves
Called up share capital
8
800
800
Share premium account
3,299,438
3,299,438
Other reserves
97,988
61,316
Retained earnings
(13,031,696)
(10,123,932)
Shareholders' funds
(9,633,470)
(6,762,378)

These accounts 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 income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 6 March 2026 and are signed on its behalf by:
Dr John Fraser Murray
Director
Company registration number SC612347
The notes on pages 11 to 17 form part of these financial statements.
PHENO THERAPEUTICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Share premium
Other reserves
Income Statement
Total
£
£
£
£
£
Balance at 1 January 2024
800
3,743,445
36,935
(5,599,099)
(1,817,919)
Year ended 31 December 2024:
Loss for the year and total comprehensive income
-
-
-
(4,524,833)
(4,524,833)
Conversion of debt to equity
-
(444,007)
-
-
(444,007)
Issue of options, rights and warrants
-
-
24,381
-
0
24,381
Balance at 31 December 2024
800
3,299,438
61,316
(10,123,932)
(6,762,378)
Year ended 31 December 2025:
Loss for the year and total comprehensive income
-
-
-
(2,907,765)
(2,907,765)
Issue of options, rights and warrants
-
-
36,672
-
0
36,672
Balance at 31 December 2025
800
3,299,438
97,988
(13,031,696)
(9,633,470)
PHENO THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
General information
Pheno Therapeutics Limited is a private company, limited by shares, incorporated in Scotland, registered number SC612347 . The registered office is Citypoint, 3rd Floor, 65 Haymarket Terrace, Edinburgh, EH12 5HD.
1.1
Basis of preparation of Financial Statements

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 pounds sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention, except where otherwise stated in the accounting policies.

1.2
Going concern disclosure
The financial statements have been prepared on the going concern basis, which assumes the company will continue in operations for the foreseeable future. The company requires further funding in order to continue its research and development activities. The company is expecting to receive an investment from existing shareholders and new investors to support ongoing activities. The directors have no reason to believe the funding will not be made available but in the absence of formal agreements there can be no certainty on the availability, timing or quantum of this funding as at the date of approval of these financial statements. This creates a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern, for a period of at least 12 months from the date of approval of these financial statements.
1.3
Significant judgements and estimations
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Capitalisation of Development Costs
The business incurs a significant amount of research and development cost. The point in time at which the business begins capitalisation of any project is a critical accounting judgement. Development costs are only capitalised where an intellectual property meets each of the capitalisation criteria listed in FRS102. Management has reviewed the facts and circumstances of each project in relation to the criteria for capitalisation and have determined that none of the projects met the requirements for capitalisation. Accordingly, no development costs have been capitalised for the year ended 31 December 2025 (2024: nil) and have instead been expensed as incurred.
PHENO THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Share Based Payments
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which management has deemed to be Black Scholes. This estimate also requires determining the most appropriate inputs to the valuation model including the fair value of the underlying share, expected life of the share option, volatility and dividend yield, and making assumptions about them.
Preference Share Dividends
The liability components of issued preferred shares are recorded at fair value, remeasured at each statement of financial position date until such time as the liability is extinguished. In estimating the fair value of preferred shares, the directors considered the probability of a range of outcomes and weighted the calculations accordingly. A number of subjective inputs were utilised, including the likely form and timing of a future conversion event, the probability of future cash dividend and interest payments, and the likely market interest rate were the instruments to have no conversion options. The assumptions at each statement of financial position date reflect the status of the company's development programme and relevant industry trends at the time.
1.4
Tangible Fixed Assets and Depreciation
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Plant & Machinery
20% straight line
Computer Equipment
33% straight line
1.5
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
PHENO THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
1.6
Financial instruments
The company has applied sections 11 and 12 of FRS 102. The company entered into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and certain preference shares.
An equity instrument is defined as any contract that evidences a residual interest in an entity's assets after deducting all of its liabilities.
The company has entered into compound financial instrument transactions, comprising the issue of Series A Preference shares.
Preference shares classified as basic financial liabilities are initially recognised at fair value. The principal is classified as equity on the date of initial recognition and not subsequently remeasured. The fair value of the liability relating to the future dividends is initially recognised at fair value and is subsequently re-measured at fair value. Changes in the fair value of the liability element of compound financial instruments are recognised in the Statement of comprehensive loss as finance costs or income as appropriate.
1.7
Foreign Currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
1.8
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying
amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
PHENO THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
1.9
Pensions
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided.
Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.10
Research and development
Research expenditure is written off in the period in which it is incurred.
Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:
- It is technically feasible to complete the intangible asset so that it will be available for use or sale;
- There is the intention to complete the intangible asset and use or sell it;
- There is the ability to use or sell the intangible asset;
- The use or sale of the intangible asset will generate probable future economic benefits;
- There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and
- The expenditure attributable to The intangible asset during its development can be measured reliably.
Expenditure that does not meet the above criteria is expensed as incurred.
PHENO THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
1.11
Share-based payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.
Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.
Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.
Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.
Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
2
Average Number of Employees
Average number of employees, including directors, during the year was: 4 (2024: 4)
3
Tangible Assets
Plant & Machinery
Computer Equipment
Total
£
£
£
Cost
As at 1 January 2025
55,458
3,809
59,267
As at 31 December 2025
55,458
3,809
59,267
Depreciation and impairment
As at 1 January 2025
55,458
3,108
58,566
Provided during the period
-
0
701
701
As at 31 December 2025
55,458
3,809
59,267
Net Book Value
As at 31 December 2025
-
0
-
0
-
0
As at 1 January 2025
-
0
701
701
PHENO THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
4
Debtors
2025
2024
Due within one year
£
£
Prepayments and accrued income
20,203
31,707
R&D Tax Debtor
218,547
503,390
VAT
89,132
108,364
327,882
643,461
5
Creditors: Amounts Falling Due Within One Year
2025
2024
£
£
Trade creditors
99,174
61,200
Other taxes and social security
24,862
9,578
Other creditors
9,211,945
8,576,281
Accruals and deferred income
28,889
30,398
9,364,870
8,677,457
The £8 million loan is expected to convert at the next funding round at a 20% discount. Interest of 8% will accrue on the loan until the conversion date.
6
Creditors: Amounts Falling Due After More Than One Year
2025
2024
£
£
Other creditors
2,338,989
2,198,029
The company's preferred shares attract a cumulative dividend of 8% per annum that will be paid when reserves are available. The dividend liability is measured at fair value with the principle classified as equity on the date of recognition. As at the current and previous year end, other creditors falling due after more than one year, reflects the fair value of the dividend liability associated with the preferred shares.
7
Deferred taxation
As at 31 December 2025 there existed a potential net deferred tax asset of £1,965,799 (2024: £1,297,430) comprising an asset of £1,965,799 (2024: £1,297,605) in respect of unrelieved trading losses and a liability of £Nil (2024: £175) in respect of accelerated capital allowances. This has not been reflected as an asset given the uncertainty of future revenue streams and as the company is committed to significant continued investment in research and development.
8
Share capital
2025
2024
£
£
Allotted, called up and fully paid
3,000,000 Ordinary Shares of £ 0.0001 each
300
300
PHENO THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Share capital
(Continued)
- 9 -
2025
2024
£
£
Allotted, called up and fully paid
5,000,000 Preference Shares of £ 0.0001 each
500
500
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Material Uncertainty related to Going Concern
We draw attention to the going concern disclosures within note 1.2 to the financial statements, which indicate that there is a material uncertainty as a result of the need to raise additional funding within the next 12 months in order to support the continuing research and development being undertaken by the company. Whilst the directors are in talks with existing and new investors, the directors are unable to predict the timing and quantum of any potential funding with regards to the going concern basis of accounting and its related disclosures. As stated in note 1.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Senior Statutory Auditor:
Jemima King
Statutory Auditor:
Richardsons
Date of audit report:
6 March 2026
10
Related party transactions
During the year, the Company was charged £12,428 (2024 £nil) (net of VAT) for consultancy costs by Dr T. Harris, who is a director and option holder of the company.
11
Ultimate controlling party
It is the opinion of the directors that the ultimate controlling party is Advent Life Sciences LLP, by virtue of their shareholding in the company.
PHENO THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
12
Share-based payments
Pheno Therapeutics Limited has a Share Incentive Plan. Share incentives are provided by way of a subscription to purchase ordinary shares at a price specified by the Directors and a reverse vesting period which varies depending on the nature of the option.
The price and reverse vesting conditions of the share incentives is subject to approval by the Board of Directors. Share incentives are subject to good leaver/bad leaver provisions.
As at 31 December 2025 the company had granted 722,157 (2024: 581,012) share incentives, of which 468,581 (2024: 325,489) options had vested.
The fair value of share options granted was measured using the Black Scholes valuation model. The expected volatility of the option grant was assessed at 50% and a risk free rate of 0.5% was used based on comparison with other similar stage investment backed enterprises. As a result of the fair value exercise performed, based on the directors' estimate of the number of share options expected to vest, a charge of £36,672 (2024: £24,381) was recorded in the statement of comprehensive income, with a a corresponding credit to equity.
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