|
Registered number: 15084747
PHARE HEALTH LTD
UNAUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
PHARE HEALTH LTD
CONTENTS
|
|
|
|
|
|
Notes to the financial statements
|
|
|
|
PHARE HEALTH LTD
REGISTERED NUMBER: 15084747
BALANCE SHEET
AS AT 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
Net current (liabilities)/assets
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder's deficit/ funds
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 1
|
|
PHARE HEALTH LTD
REGISTERED NUMBER: 15084747
BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2025
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 comprehensive income 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 by:
The notes on pages 3 to 9 form part of these financial statements.
Page 2
|
|
PHARE HEALTH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Phare Health 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.
The financial statements are prepared in Sterling (£) which is the functional currency of the company. The financial statements are for the year end 31 August 2025 (2024: period 21 August 2023 to 31 August 2024).
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.
The following principal accounting policies have been applied:
The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however the directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when, they become due and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements
|
|
|
Foreign currency translation
|
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.
Page 3
|
|
PHARE HEALTH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
|
|
|
Operating leases: the company as lessee
|
Rentals paid under operating leases are charged to the profit and loss account 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.
Revenue expenditure on research and development is written off in the period in which it is incurred.
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 the profit and loss account 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.
Page 4
|
|
PHARE HEALTH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The company operates an equity-settled compensation plan. The fair value of the services received in exchange for the grant of the options is recognised as an expense in the income statement. The total amount to be expensed over the vesting year is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled.
The company also operates an equity-settled compensation plan to it's US subsidiaries employees, these amounts are treated as an investment on the balance sheet with the credit entry being taken to reserves because the share options are equity-settled.
Tax is recognised in the profit and loss account 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.
Tax credits shown on the income statement represent tax credits received or receivable from HMRC as a result of claims made under HMRC’s R&D tax relief schemes.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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.
Page 5
|
|
PHARE HEALTH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
Tangible fixed assets (continued)
|
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:
|
|
|
|
|
|
|
Straight line over 3 years
|
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 the profit and loss account.
|
|
|
Investments in subsidiaries
|
Investments in subsidiaries are measured at cost less accumulated impairment.
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.
Debt instruments that are payable or receivable within one year, typically trade creditors or debtors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.
Financial assets that are measured at cost and amortised cost 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 income and retained earnings.
|
|
The average monthly number of employees, including directors, during the year was 11 (2024: 7).
|
Page 6
|
|
PHARE HEALTH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
At 1 September 2024 and 31 August 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 7
|
|
PHARE HEALTH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Investment in group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, non-interest bearing and repayable on demand.
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within other creditors is £3,934,049 relating to SAFE agreements and £453,983 relating to advanced subscription agreements which convert into equity in the next financial year.
|
Page 8
|
|
PHARE HEALTH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
Allotted, issued and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
10,000 (2024: 10,000) Ordinary shares of £0.0001 each
|
|
|
|
|
|
3,949 (2024: Nil) Series Seed Preference shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 30 May 2025, 3,949 Series Seed Preference shares of with a nominal value of £0.01 per shares were issued for a total consideration of £2,023,941 with an issue date of 16 October 2023.
Share premium account
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares is deducted from share premium.
Other reserves
The share-based payment reserve represents the cumulative charge recognised in relation to equity-settled share options granted to employees and contractors. The reserve is transferred to share capital and share premium when shares options are exercised, or to retained earnings when awards lapse or expire unexercised.
Profit and loss account
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
|
|
Post balance sheet events
|
On 20 October 2025, the Company was acquired in exchange for equity directly and indirectly in Raven TopCo, as well as $110 million in cash subject to customary adjustments.
The company operates an EMI qualifying share option scheme. At the date of the Balance Sheet, the company had granted 933 (2024: 0) qualifying share options with an average exercise price of £368.38 (2024: £nil).
The company also operates a non-EMI share option scheme. As at the Balance Sheet, the company had granted 648 (2024: 0) non qualifying share options with an average exercise price of £783.85 (2024: £nil).
Share options vest over a period of no more than 4 years.
The directors' consider there to be no ultimate controlling party.
Page 9
|
|
|