Company registration number 11660861 (England and Wales)
PENCIL BIOSCIENCES LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2026
PAGES FOR FILING WITH REGISTRAR
PENCIL BIOSCIENCES LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2026
31 August 2026
- 1 -
2026
2025
Notes
£
£
£
£
Fixed assets
Tangible assets
3
35,870
105,941
Current assets
Stocks
4
45,791
45,791
Debtors
5
497,383
520,999
Cash at bank and in hand
740,893
2,774,969
1,284,067
3,341,759
Creditors: amounts falling due within one year
6
(301,194)
(352,371)
Net current assets
982,873
2,989,388
Net assets
1,018,743
3,095,329
Capital and reserves
Called up share capital
10
137
137
Share premium account
8,014,411
8,014,411
Other reserves
560,172
369,283
Profit and loss reserves
(7,555,977)
(5,288,502)
Total equity
1,018,743
3,095,329

For the financial year ended 31 August 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 10 September 2026 and are signed on its behalf by:
A Smith
Director
Company registration number 11660861 (England and Wales)
PENCIL BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2026
- 2 -
1
Accounting policies
Statutory information
The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information
page.
1.1
Statement of compliance
The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102. The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.
1.2
Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).
1.3
Functional and presentation currency
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 £.
1.4
Going concern
These financial statements have been prepared on the basis that the Company will continue as a going concern, which presumes that the Company will be able to realise its assets and discharge its liabilities in the normal course of business for the foreseeable future.
The Company is in a technology development, preclinical stage and has not generated any revenue from product sales to date. For the year ended 31 August 2026, the Company incurred a net loss and
negative cash flows of £2,267,475 and £2,034,076, respectively, and, as at 31 August 2026, has an accumulated deficit of £7,555,977. Net losses have resulted primarily from costs incurred in connection with research and development activities, as well as general and administrative costs associated with operations offset by tax credits.
As the Company pursues the development of its technology platform and subsequently products, it expects to incur significant expenses and operating losses for the foreseeable future.
The Company does not expect to generate revenue from product sales unless and until it successfully completes development, which it expects will take a number of years and is subject to significant uncertainty. As a result, the Company will need additional financing to support its continuing operations. Until such time that it can generate significant revenue from product sales, if ever, the Company expects to finance its operations through a combination of public or private equity or debt financings or other sources, which may include collaborations with third parties. Arrangements with collaborators or others may require the Company to relinquish rights to certain aspects of its technologies or product candidates, obtain adequate patent protection for its technology, obtain necessary regulatory approval for its product candidates, or achieve commercial viability for any approved product candidate. Adequate additional financing may not be available to the Company on acceptable terms, or at all.
The Company's business plan is dependent on raising additional funds to finance operations within and beyond the next 12 months. While the Company has been successful in securing financing in the past, raising additional funds is dependent on a number of factors outside the Company's control, and as such there is no assurance that it will be able to do so in the future.
If the Company is unable to obtain sufficient additional financing, it may have to curtail operations and development activities, any of which could harm the business' financial condition and results of operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue operating as a going concern and realise its assets and settle its liabilities and commitments in the normal course of business.
PENCIL BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2026
1
Accounting policies
(Continued)
- 3 -
These financial statements as at and for the year ended 31 August 2026 do not reflect adjustments that could be necessary to the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.
1.5
Judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. These critical accounting judgements and estimations 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical accounting judgements
Determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. In particular, the point at which development costs meet the criteria for capitalisation is critically dependent on management's judgement of the probability and measurability of future economic benefits. No development costs have been capitalised during the period ended 31 August 2026 (2025 nil).
Other sources of estimation uncertainty
While not expected to result in a material change in the carrying value of assets or liabilities in the next 12 months, the following estimate was also used in applying the company's accounting policies: 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 sharebased payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. 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.
1.6
Operating leases
Where, substantially, all the risks and rewards of ownership of the asset do not transfer from the lessor to the company, the lease is treated as an operating lease. Rentals payable under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.
1.7
Employee benefits
Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period.
1.8
Share-based payments
The company provides share-based payment arrangements to certain employees. Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest.
PENCIL BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2026
1
Accounting policies
(Continued)
- 4 -
Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement.
1.9
Foreign currency translation
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is recognised on temporary 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 temporary 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 temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
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 liabilities and assets 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.
The measurement of deferred tax liabilities and assets reflects 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.
PENCIL BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2026
1
Accounting policies
(Continued)
- 5 -
1.11
Tangible fixed assets and depreciation
All fixed assets are initially recorded at cost. Property, plant and equipment is used in the company's principal activity for the production and supply of goods or for administrative purposes and is stated in the balance sheet under the historic cost model. This model requires the assets to be stated at cost less amounts in respect of depreciation and less any accumulated impairment losses. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value (which is the expected amount that would currently be obtained from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life), over the useful economic life of the respective asset as follows:
Plant and machinery
Straight line 3 years
Fixtures and fittings
Straight line 3 years
Office equipment
Straight line 3 years
1.12
Stocks and work in progress
Stock is valued at the lower of cost and estimated selling price less costs to complete and sell. The cost methodology employed by the entity is the first-in first-out method. Estimated selling price less costs to complete and sell are derived from the selling price which the goods would fetch in an open market transaction with established customers less the costs expected to be incurred to enable the sale to complete. Provision is made for slow-moving and obsolete items of stock. Such provisions are recognised in profit or loss.
Work in progress is valued using the percentage of completion method and values are calculated using the lower of cost and estimated selling price less costs to complete and sell. When stocks are sold, the carrying amount of those stocks is recognised as an expense within cost of sales. This takes place in the same period that the associated revenue is recognised.
1.13
Research and development
Research expenditure is written off in the year 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.
PENCIL BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2026
- 6 -
2
Employees

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

2026
2025
Number
Number
Total
13
14
3
Tangible fixed assets
Plant & machinery
Fixtures & fittings
Office Equipment
Total
£
£
£
£
Cost or valuation
At 01 September 25
90,029
29,526
211,851
331,406
Additions
774
-
0
2,851
3,625
Disposals
-
0
-
0
(1,588)
(1,588)
At 31 August 2026
90,803
29,526
213,114
333,443
Depreciation and impairment
At 01 September 25
38,272
18,850
168,343
225,465
Charge for year
30,268
8,389
35,040
73,696
On disposals
-
0
-
0
(1,588)
(1,588)
At 31 August 2026
68,539
27,239
201,795
297,573
Net book value
At 31 August 2026
22,264
2,287
11,319
35,870
At 31 August 2025
51,757
10,676
43,508
105,941
4
Stocks
2026
2025
£
£
Other stocks
45,791
45,791
5
Debtors: amounts due within one year
2026
2025
£
£
Other debtors
21,559
468,420
Prepayments and accrued income
47,399
52,579
68,958
520,999
PENCIL BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2026
- 7 -
6
Creditors: amounts due within one year
2026
2025
£
£
Trade creditors
28,348
153,971
Taxation and social security
61,747
16,298
Other creditors
3,875
8,934
Accrued liabilities and deferred income
207,224
173,168
Total
301,194
352,371
7
Deferred tax
The company has unrelieved trading losses estimated at £3,406,008 (2025 £2,559,940) which remain available to offset against future taxable trading profits and accelerated capital allowances of (£70,322) (2025: (£102,572)). No deferred tax asset has been recognised in respect of the tax losses, capital allowances or other timing differences due to uncertainty over the timing of their recovery.
8
Operating lease commitments
The total future minimum lease payments under non-cancellable operating leases are as follows:
2026
2025
£
£
Not later than 1 year
63,799
63,799
Later than 1 year and not later than 5 years
62,299
126,098
126,098
189,897
During the year £63,799 (2025: 63,799) was recognised as an expense relating to operating leases.
9
Share-based payment transactions
As at 31 August 2026 there were two (2025: two) share options programmes in operation with distinct vesting conditions:
- EMI scheme, under which options vest over a period of 3 or 4 years' service; and
- Unapproved scheme, under which options vest over a period of 4 years' service.
As at 31 August 2026 the company had granted 19,307 share options (2025: 44,086) to its staff, of which 12,821 options (2025: 18,145) had vested but had not been exercised.
The fair value of the plans are measured using the Black Scholes valuation model. As a result of the fair value exercise performed, a credit to equity of £190,889 (2025: £185,372) was recorded in the accounts.
PENCIL BIOSCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2026
- 8 -
10
Share capital
2026
2025
£
£
Ordinary shares
23
23
Seed shares
114
114
Total
137
137
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