VENTUS_MEDICAL_LIMITED

VENTUS MEDICAL LIMITED

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

- 1 -

2025

2024

Notes

Fixed assets

Tangible assets

45,131

39,519

Current assets

Debtors

170,715

170,008

Cash at bank and in hand

483,805

592,020

654,520

762,028

Creditors: Amounts falling due within one year

(16,282,676)

(4,860,028)

Net current liabilities

(15,628,156)

(4,098,000)

Total assets less current liabilities

(15,583,025)

(4,058,481)

Creditors: Amounts falling due after more than one year

(9,450,123)

Net liabilities

(15,583,025)

(13,508,604)

Capital and reserves

Called up share capital

241

Share based payment reserve

237,668

228,257

Profit and loss account

(15,820,934)

(13,737,102)

Shareholders' funds

(15,583,025)

(13,508,604)

The notes on pages 2 to 8 form part of these 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 income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 9 September 2026 and are signed on its behalf by:

D Lawson

Director

Company registration number 09364884 (England and Wales)

VENTUS MEDICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

- 2 -

Accounting policies

Company information

Ventus Medical Limited is a private company limited by shares incorporated in England and Wales, registered number 09364884. The registered office is 29 Speke Hall Industrial Estate, Liverpool, UK, L24 1YA.

1.1

Basis of preparation

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

1.2

Going concern

As forecast the company has continued to incur substantial losses in the year to 31 December 2025 as it continues to develop its products. The shareholders have agreed to continue to provide additional financial support to the company. The directors are of the opinion that the company will continue to operate within the facilities currently available. The financial statements do not include any adjustments that would result from a withdrawal of this support.

1.3

Tangible Fixed Assets and Depreciation

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation is calculated so as to write off the cost of an asset, less its residual value, over the useful economic life of that asset as follows:

Plant & Machinery

33% straight line

Computer Equipment

33% straight line

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.

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.

1.4

Leasing and Hire Purchase Contracts

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

VENTUS MEDICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Accounting policies

(Continued)

- 3 -

1.5

Financial instruments

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, deposits with banks, loans to related parties and investments in non-puttable ordinary shares.

1.6

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.

1.7

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.

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.

1.8

Employee incentive plans

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.

VENTUS MEDICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Accounting policies

(Continued)

- 4 -

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.

1.9

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.

1.10

Operating leases

Significant judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The directors consider that the most significant areas of judgement and estimation uncertainty are set out below.

Share-based payments

The fair value of share options and other equity-settled instruments is determined using valuation models which require the use of assumptions, including expected volatility, option life and risk-free interest rates. These involve a degree of estimation and judgement that could impact the charge recognised in the income statement.

R&D capitalisation

The Company exercises judgement in assessing whether development expenditure meets the recognition criteria for capitalisation under the relevant accounting standards. This requires management to assess technical feasibility, the availability of resources to complete development, and the probability of future economic benefits. There is inherent uncertainty in these assessments, and changes in assumptions may lead to different outcomes in future periods.

Other than the above, the directors do not consider there to be any additional significant judgements or key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Average Number of Employees

Average number of employees, including directors, during the year was: 6 (2024: 7)

VENTUS MEDICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

- 5 -

Tangible fixed assets

Plant & Machinery

Equipment

Total

Cost

At 1 January 2025

284,539

165,534

450,073

Additions

31,416

1,260

32,676

At 31 December 2025

315,955

166,794

482,749

Depreciation and impairment

At 1 January 2025

262,609

147,945

410,554

Depreciation charged in the year

11,451

15,613

27,064

At 31 December 2025

274,060

163,558

437,618

Carrying amount

At 31 December 2025

41,895

3,236

45,131

At 31 December 2024

21,930

17,589

39,519

Debtors

2025

2024

Amounts falling due within one year:

Other debtors

170,715

170,008

Creditors: amounts falling due within one year

2025

2024

Convertible loan note

2,125,699

1,024,219

Trade creditors

79,781

41,949

Other taxation and social security

29,950

25,775

Other creditors

105,132

32,104

Redeemable preference shares

13,942,114

3,735,981

16,282,676

4,860,028

On 12 June 2024, the Company entered into a convertible loan note agreement with an initial total facility of £1,500,000, of which £1,000,000 had been drawn down by the end of the previous financial year. A further £500,000 was received on 3 July 2025, fully utilising the original facility.

On 15 December 2025, the Company executed a Deed of Variation to the loan note instrument. Pursuant to this deed, the total aggregate principal amount of the facility was increased to £2,000,000. On the same date, the additional £500,000 made available under the extended facility was received, meaning the facility was fully drawn down as at the reporting date.

VENTUS MEDICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Creditors: amounts falling due within one year

(Continued)

- 6 -

The loan notes accrue interest at a rate of 8% per annum, payable on conversion or redemption. The notes are unsecured. Following the variation, the maturity date of the notes was extended to 31 December 2026. Any outstanding principal and accrued interest is repayable at that date unless previously converted into equity in accordance with the terms of the agreement.

The loan notes are convertible into equity share capital of the company at the option of the noteholders, subject to the terms and conditions set out in the loan note instrument.

Redeemable preference shares comprise 'A' ordinary shares which are redeemable at the original subscription price of £9 million, at the request of the shareholders, at any time after May 2026. As the redemption date is now within one year of the balance sheet date, the liability is presented as a current obligation.

The shares attract a cumulative dividend at the rate of 8% per annum, payable when reserves are available. The combined line item includes the principal liability of £9,450,123 (2024: £9,450,123, previously presented in non-current creditors) and accrued dividends to date of £4,491,991 (2024: £3,735,981). The comparative figure for accrued dividends of £3,735,981 has been reclassified from 'Other creditors' to conform with the current year's presentation.

Creditors: amounts falling due after more than one year

2025

2024

Other creditors - Redeemable preference shares

9,450,123

The 2024 comparative balance of £9,450,123 relates to A ordinary shares which are redeemable. As these shares are redeemable at the request of the shareholders at any time after May 2026, which now falls within 12 months of the balance sheet date, the liability has been reclassified in the current year to creditors: amounts falling due within one year. Further details regarding the terms of these shares and accrued dividends are disclosed in Note 7.

Deferred taxation

As at 31 December 2025 there existed a potential net deferred tax asset of £1,185,322 (2024: £866,561) comprising an asset of £1,196,605 (2024: £876,441) in respect of unrelieved trading losses and a liability of £11,283 (2024: £9,880) 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 investment in research and development.

Called up share capital

2025

2024

Allotted, called up and fully paid

2,404,375 Ordinary Shares of £0.0001 each

241

All shares issued during the year were fully paid.

VENTUS MEDICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Called up share capital

(Continued)

- 7 -

Preferred Seed Shares

In addition to the Ordinary Shares noted above. As at 31 December 2025, 14,104,477 Preferred Seed Shares of £0.0001 each were also in issue (2024: 14,104,477).

The total carrying value of the Preferred Seed Shares at 31 December 2025 was £9,450,123 (2024: £9,450,123).

In accordance with their terms, the Preferred Seed Shares are redeemable at the option of the holders, at the original subscription price, and accordingly are classified as a liability rather than equity. They are presented within creditors: amounts falling due within one year.

Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as follows:

2025

2024

Not later than one year

6,900

35,521

Later than one year and not later than five years

6,900

35,521

The Company occupies office and laboratory space under a rolling licence agreement that commenced on 1 July 2025. The agreement has no fixed term and is terminable by either party upon three months' written notice. The commitment disclosed of £6,900 represents the non-cancellable three-month notice period at the reporting date based on the monthly fee of £2,300.

Related party transactions

Mr MJ Dignum, a director and shareholder of the company, is a current director of Inter Scientific Limited, with which the company has a services agreement for the rental of machinery and consultancy services and the supply of business premises. During the year the company purchased services amounting to £133,292 (2024: £49,915) from Inter Scientific Limited. The balance owed to Inter Scientific Limited as at 31 December 2025 was £18,092 (2024: £1,440). The company made supplies to Inter Scientific Limited during the year of £Nil (2024: £12,084). Of this amount, £Nil (2024: £Nil) was receivable as at 31 December 2025.

Mr MJ Dignum, a director and shareholder of the company, is a current director of Copea Pharma Limited. During the year the company purchased services amounting to £19,510 (2024: £Nil) from Copea Pharma Limited. The balance owed to Copea Pharma Limited as at 31 December 2025 was £Nil (2024: £Nil).

Ultimate controlling party

At the balance sheet date, the ultimate controlling party was Advent Life Sciences LLP, by virtue of its majority shareholding in the company. The registered office of Advent Life Sciences LLP is 27 Fitzroy Square, London, England, W1T 6ES.

VENTUS MEDICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

- 8 -

Employee incentive plans

The Company operates both an EMI share option plan and a share subject to claw back plan. Under both plans the maximum amount of shares that the Company may issue is 2,501,250 which are offered at a share or exercise price specified by the Directors at the date of grant and vest, or reverse vest over a specified time. The share or exercise price and vesting conditions of the share options are subject to approval by the Board of Directors. Share grants and share options are subject to good leaver/bad leaver provisions.

As at 31 December 2025 the Company had issued 1,662,500 (2024: 1,662,500) EMI Share Options to its employees of which 1,589,507 (2024: 1,458,329) had vested. As at 31 December 2025 the Company had issued 404,375 (2024: 404,375) shares subject to claw back to its employees and contributors of which 404,375 (2024: 404,269) shares had vested. During the year Nil shares (2024: 5,625) had lapsed due to employee exit events.

Each award had a share or exercise price of £0.0001. The fair value of the shares subject to claw back issued was measured using the Black Scholes valuation model. The expected volatility of the growth shares was assessed at 50% and a risk-free rate of 0.5% due to comparison with other similar stage investment backed enterprises. As a result of the fair value exercise performed a profit and loss charge of £9,411 (2024: £16,498) was recorded in the accounts, with corresponding credits to equity.

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.

Senior Statutory Auditor:

Jemima King

Statutory Auditor:

Richardsons

Date of audit report:

9 September 2026

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