| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2025 |
| for |
| MC2 Therapeutics Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2025 |
| for |
| MC2 Therapeutics Limited |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Income Statement | 9 |
| Other Comprehensive Income | 11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 13 |
| Notes to the Financial Statements | 14 |
| MC2 Therapeutics Limited |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 823 Salisbury House |
| 29 Finsbury Circus |
| London |
| EC2M 5QQ |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| The directors present their strategic report for the year ended 31 December 2025. |
| REVIEW OF BUSINESS |
| The Company has a licencing agreement in Europe for Wynzora® Cream with Almirall SA and in the US MC2 Therapeutics has entered into a Distribution and Supply Agreement with Mayne Pharma Commercial LLC where MC2 Therapeutics Group will continue to own and ensure sales and marketing of Wynzora® Cream. |
| Further, the Company has a License, Development and Commercialization Agreement with Hangzhou Zhongmei Huadong Pharmaceutical Co ("Huadong Medicine") in China. |
| In 2025 the Company continued the global roll-out of Wynzora® Cream by entering a License and Commercialization Agreement with Actor Pharmaceuticals PTY Ltd. for the Australian market. |
| The Company is also represented in Canada via a License and Commercialization Agreement with Knight Therapeutics Inc. for the Canadian market. |
| In total Wynzora® Cream has generated turnover in 2025 of £18.3M (2024: £15.7M). |
| All the Company's trading activities are conducted in either US dollars or Euros and thus the Company is exposed to exchange rate fluctuations. |
| The loss for the year was £220,715 (2024: £3,966,184), which reflects the strategic decision made at year-end 2024 to focus on the continued commercialization of Wynzora® Cream and not continue to invest further in pipeline projects. |
| The company has a strong cash position of £1,859,218 (2024: £940,424). |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Company's activities expose it to a number of financial risks including foreign exchange risk, credit risk and liquidity risk, which are summarised as follows: |
| Foreign exchange risk |
| Foreign exchange risk arises because the Company trades in United States Dollars (USD) and Euros, whereas the Company's reporting currency and the majority of the Company's operating costs are in GBP. The Company invoices in USD or Euros which mitigates the risk of foreign exchange exposures on underlying trading activities. |
| Periodically, the Company sells surplus USD and Euros to purchase GBP to minimise the exposure to foreign exchange fluctuations. |
| The Company does not otherwise hedge its foreign exchange risk as the cost of doing so is considered to be disproportionate to the exposure. |
| Credit risk |
| The Company's principal financial assets are bank balances and trade and other debtors. The Company's credit risk is primarily attributable to its trade debtors. Allowances for bad debts are made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. |
| However, the nature of the Company's trading operations is such that there is negligible credit risk on trade debtors. |
| The credit risk on liquid funds is limited given the counterparties are banks with high credit ratings assigned by international credit rating agencies. |
| Liquidity risk |
| The Company maintains sufficient funds to support its ongoing strategic and trading activities. Cashflow forecasts are reviewed regularly to ensure that sufficient headroom is anticipated. |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| KEY PERFORMANCE INDICATORS |
| The Company uses a number of key performance indicators (KPIs), both financial and non-financial. The primary KPIs monitored by the board and management are as follows: |
| 2025 | 2024 |
| Turnover | £18.3m | £15.7m |
| Gross Profit | £7.3m | £7.5m |
| Gross Profit Margin | 40% | 48% |
| Cashflow | £0.9m | (£0.7m) |
| GOING CONCERN |
| The current economic conditions present increased risks for all business, in response to this the directors have considered these risks, including an assessment of uncertainty on future trading projection for a period of at least 12 months from the date of the signing of the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. |
| It is expected that the company will reach a profit in 2026 and generate positive cashflow from operations. However, a letter of support has been obtained in the current year from MC2 Therapeutics A/S, the parent company, that the company will continue to fund MC2 Therapeutics Limited for the foreseeable future and at least for a period of 12 months from the signing of the financial statements. Forecasts and credit lines have been reviewed at a group level to ensure that they are able to provide this support. In addition, projects can be flexed and delayed where sales are lower than expected. |
| Based on the directors' assessment they consider that there is sufficient working capital for the company to continue for a period of at least 12 months from the date of signing of the financial statements and therefore it is appropriate to prepare the financial statements on a going concern basis |
| MATTERS OF STRATEGIC IMPORTANCE |
| In 2025, the company has been focusing on implementing the decision made by the Board of Directors at year-end 2024 to focus on the continued commercialization of Wynzora® Cream including adjusting the organisation accordingly. |
| ON BEHALF OF THE BOARD: |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITY |
| The Company is a commercial stage pharmaceutical company committed to the research of skin biology and the |
| development of novel treatment paradigms for people with auto-immune and chronic inflammatory skin conditions |
| and the global commercialization of the Company’s drug Wynzora® Cream for the treatment of plaque psoriasis in |
| adults. |
| DIVIDENDS |
| No ordinary dividends were paid. The directors do not recommend payment of a final dividend. |
| RESEARCH AND DEVELOPMENT |
| Following the decision made by the Board of Directors at year end 2024 the company has been focusing on finalizing pipeline projects from previous years and focusing on the commercialization of Wynzora® Cream. Consequently, the companys R&D expenditures are significantly lower than previous years. |
| FUTURE DEVELOPMENTS |
| The business environment remains favourable for the company as the global commercialisation of Wynzora® Cream continues. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| AUDITORS |
| The auditors, Krogh & Partners Limited, (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Opinion |
| We have audited the financial statements of MC2 Therapeutics Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| 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. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| - | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| - | we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge of the business; |
| - | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation; |
| - | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
| - | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
| - | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| Report of the Independent Auditors to the Members of |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| To address the risk of fraud through management bias and override of controls, we: |
| - | performed analytical procedures to identify any unusual or unexpected relationships; |
| - | tested journal entries to identify unusual transactions; |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - | agreeing financial statement disclosures to underlying supporting documentation; |
| - | enquiring of management as to actual and potential litigation and claims; |
| - | reviewing correspondence with HMRC and relevant regulators |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| 823 Salisbury House |
| 29 Finsbury Circus |
| London |
| EC2M 5QQ |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Income Statement |
| for the Year Ended 31 December 2025 |
| 2025 | 2025 | 2025 |
| Continuing | Discontinued | Total |
| Notes | £ | £ | £ |
| TURNOVER | 4 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Distribution costs | ( |
) | ( |
) |
| Administrative expenses | ( |
) | ( |
) | ( |
) |
| 929,764 | (432,014 | ) | 497,750 |
| Other operating income |
| OPERATING PROFIT/(LOSS) | 7 | ( |
) |
| Interest receivable and similar income | 8 |
| Interest payable and similar expenses | 9 | ( |
) | ( |
) |
| PROFIT/(LOSS) BEFORE TAXATION | ( |
) | ( |
) |
| Tax on profit/(loss) | 10 |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
( |
) |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Income Statement |
| for the Year Ended 31 December 2025 |
| 2024 | 2024 | 2024 |
| Continuing | Discontinued | Total |
| Notes | £ | £ | £ |
| TURNOVER | 4 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Distribution costs | ( |
) | ( |
) |
| Administrative expenses | ( |
) | ( |
) | ( |
) |
| 498,818 | (4,814,061 | ) | (4,315,243 | ) |
| Other operating income |
| OPERATING PROFIT/(LOSS) | 7 | ( |
) | ( |
) |
| Interest receivable and similar income | 8 |
| Interest payable and similar expenses | 9 | ( |
) | ( |
) |
| PROFIT/(LOSS) BEFORE TAXATION | ( |
) | ( |
) |
| Tax on profit/(loss) | 10 |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
( |
) |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Other Comprehensive Income |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| LOSS FOR THE YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Balance Sheet |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Stocks | 14 |
| Debtors | 15 |
| Cash in hand |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
17 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 19 | ( |
) |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Capital redemption reserve |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up | Capital |
| share | Retained | redemption | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2024 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2025 | ( |
) | ( |
) |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| MC2 Therapeutics Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going Concern |
| The current economic conditions present increased risks for all business, in response to this the directors have considered these risks, including an assessment of uncertainty on future trading projection for a period of at least 12 months from the date of the signing of the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. |
| A letter of support has been obtained in the current year from MC2 Therapeutics A/S, the parent company, that the company will continue to fund MC2 Therapeutics Limited for the foreseeable future and at least for a period of 12 months from the signing of the financial statements. Forecasts and credit lines have been reviewed at a group level to ensure that they are able to provide this support. In addition, projects can be flexed and delayed where sales are lower than expected. |
| Based on the directors' assessment they consider that there is sufficient working capital for the company to continue for a period of at least 12 months from the date of signing of the financial statements and therefore it is appropriate to prepare the financial statements on a going concern basis. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows. |
| Preparation of consolidated financial statements |
| The Company has taken advantage of the exemption under section 405 of the Companies Act 2006 to exclude subsidiary undertakings from its consolidation, if their inclusion is not material for the purpose of giving a true and fair view of the group. As such, the Company has not prepared consolidated accounts, and the financial statements present information about the Company as an individual entity and not about its group. |
| Turnover |
| Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably and is recognised in accordance with the terms of sales contracts. |
| Royalty income is recognised on an accruals basis when the sale is made and the company becomes entitled to the royalty receipt. Milestone income is recognised upfront on completion of the milestone in accordance with the terms of the contract. Licence fee income is recognised when the performance obligation is fulfilled, when customer acceptance is obtained and the licence meets the agreed contract specifications. |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. |
| Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases: |
| Leasehold improvements | Over the term of the lease |
| Laboratory equipment | Straight line over 5 years |
| Fixtures, fittings and computers | Straight line over 3 years |
| 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. |
| Investments in subsidiaries |
| Investments in subsidiaries 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. |
| Stocks |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. |
| Debtors |
| Debtors are valued individually and these are made provision according to this valuation. |
| Cash at bank |
| Cash at bank include deposits held at call with banks. |
| Creditors |
| Creditors are carried at payment or settlement amounts. Where the time value of money is material, creditors are carried at amortised 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 balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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. |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Financial instruments |
| The company only has financial assets and liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value. |
| 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. |
| Leases |
| Rentals payable under operating leases are charged to the profit and loss account on a straight-line basis over the lease term. |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| There were no judgements or estimates which were considered to have a significant effect on amounts recognised in the financial statements. |
| 4. | TURNOVER |
| The turnover and loss before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 2025 | 2024 |
| £ | £ |
| An analysis of turnover by geographical market is given below: |
| 2025 | 2024 |
| £ | £ |
| Europe, including UK | 13,714,438 | 13,367,533 |
| Americas | 2,534,918 | 1,508,686 |
| Rest of the world | 2,068,362 | 854,580 |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 5. | EMPLOYEES |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Administration | 2 | 3 |
| Science | 6 | 11 |
| 6. | DIRECTORS' EMOLUMENTS |
| 2025 | 2024 |
| £ | £ |
| Aggregate remuneration in respect of qualifying services | 3,539 | 0 |
| Company contributions to money purchase pension schemes | 1,213 | 0 |
| The number of directors receiving company contributions to money purchase pension schemes is 1 (2024: 0). |
| It is the opinion of the directors that the company has no key management personnel other than the directors. |
| 7. | OPERATING PROFIT/(LOSS) |
| 2025 | 2024 |
| £ | £ |
| The operating profit (2024 - operating loss) is stated after charging/(crediting): |
| Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss | 440,180 | (200,211 | ) |
| Research and development costs | 1,496,562 | 4,505,283 |
| Fees payable to the company's auditor for the audit of the company's financial statements | 30,000 | 67,200 |
| Depreciation of owned tangible fixed assets | 137,392 | 156,766 |
| Loss on disposal of tangible fixed assets | 0 | 55 |
| Operating lease charges | 197,085 | 197,085 |
| 8. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2025 | 2024 |
| £ | £ |
| Interest on bank deposits |
| Interest receivable from |
| group companies |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Interest on bank overdrafts |
| and loans |
| Interest payable to group |
| companies |
| 10. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| UK corporation tax | ( |
) |
| R&D expenditure credit - |
| adjustments to prior years | (2,144 | ) | (19,811 | ) |
| Tax on loss | ( |
) | ( |
) |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Loss before tax | ( |
) | ( |
) |
| Loss multiplied by the standard rate of corporation tax in the UK of (2024 - |
( |
) |
( |
) |
| Effects of: |
| R&D expenditure credit | - | (811,509 | ) |
| R&D expenditure credit – adjustment to prior year | (2,144 | ) | (19,811 | ) |
| tax losses |
| Deferred tax not recognised on losses | 55,715 | 1,199,376 |
| Total tax credit | (2,144 | ) | (831,320 | ) |
| The Company has estimated losses of £41.2m (2024: £41.0m) available for carry forward against future trading profits. No deferred tax asset is recognised in respect of these losses due to there not yet being certainty on the future recovery. |
| 11. | DISCONTINUED OPERATIONS |
| At the year end 2024 the R&D team has been adapted to reflect that the Board of Directors has decided that the company will be focusing on the continued roll-out and commercialization of Wynzora® Cream going forward. Consequently R&D expenditure on other areas, principally representing preclinical costs, clinical costs and R&D consultants, have been classified within these financial statements as discontinued operations and presented separately within the Statement of Comprehensive Income. |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 12. | TANGIBLE FIXED ASSETS |
| Fixtures, |
| fittings |
| Leasehold | and | Laboratory |
| improvements | computers | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2025 |
| Additions |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| The depreciation charge is included within administrative expenses. |
| 13. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 |
| PROVISIONS |
| At 1 January 2025 |
| and 31 December 2025 | 20,000 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: 1 a Guildford Business Park, Guildford, GU2 BXG |
| Nature of business: |
| % |
| Class of shares: | holding |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 13. | FIXED ASSET INVESTMENTS - continued |
| Registered office: L 13 60 Castlereagh St, 2000 Sydney |
| Nature of business: |
| % |
| Class of shares: | holding |
| The subsidiary companies are not consolidated within these financial statements as their inclusion is not material for the purpose of giving a true and fair view. |
| 14. | STOCKS |
| 2025 | 2024 |
| £ | £ |
| Raw materials and consumables |
| Finished goods and goods for |
| resale |
| 15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Tax |
| Prepayments and accrued income |
| Amounts owed by group undertakings of £12,420 (2024: £213,057) are repayable on demand and carry interest at 9% per annum (2024: 9%). Interest is added to the balance monthly. |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Other creditors |
| Accruals and deferred income |
| Amounts owed to group undertakings of £10,355,162 (2024: £10,145,502) are repayable on demand and carry interest at 9% per annum (2024: 9%). Interest is added to the balance monthly. |
| 17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Accruals and deferred income |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 18. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| Operating lease payments represent rentals payable by the company in respect of rental of office space. |
| 19. | PROVISIONS FOR LIABILITIES |
| 2025 | 2024 |
| £ | £ |
| Other provisions | 350,000 | - |
| Other |
| provisions |
| £ |
| Provided during year |
| Balance at 31 December 2025 |
| Other provisions comprise expected costs regarding claims. The provision of £350,000 (2024: £0) is expected to materialise within one year. There is uncertainty about the amounts of these cash flows, as they rely on negotiations and potentially legal actions with counterparties. |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | 1 | 63,997,080 | 63,997,080 |
| All shares carry equal voting, distribution and participating rights, with no right to a fixed dividend. |
| Capital redemption reserve |
| 2025 | 2024 |
| £ | £ |
| At the beginning and end of the year | 1,002,920 | 1,002,920 |
| A reserve set up on the cancellation of shares and share premium. |
| MC2 Therapeutics Limited (Registered number: 05349119) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 21. | PENSION COMMITMENTS |
| The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. |
| During the year the charge to profit or loss in respect of defined contribution schemes was £66,258 (2024: £77,207). |
| At the balance sheet date contributions of £7,258 (2024: £10,212) were due to the fund and are included in creditors. |
| 22. | OTHER FINANCIAL COMMITMENTS |
| The company has issued a fixed charge over its books debts in respect of amounts borrowed by the parent company, MC2 Therapeutics A/S, amounting to DKK 133,024,909 at 31 December 2025 (2024: DKK 134,978,380). |
| 23. | ULTIMATE CONTROLLING PARTY |
| MC2 Therapeutics A/S, a company incorporated in Denmark, controls the Company as a result of controlling, directly or indirectly, 100% of the issued share capital of the Company. |
| MC2 Therapeutics A/S is the smallest and largest group to consolidate these financial statements and copies can be obtained from: |
| MC2 Therapeutics A/S |
| Agern Alie 24 |
| 2970 Hoersholm |
| Denmark. |