Uniphy Limited

(Registration number: 10003458)
Balance Sheet as at 31 December 2025

	Note	2025 £	2024 £
Fixed assets
Tangible assets	4	43,486	42,012
Current assets
Debtors	5	296,124	339,300
Cash at bank and in hand		356,954	62,060
		653,078	401,360
Creditors: Amounts falling due within one year	6	(339,616)	(310,189)
Net current assets		313,462	91,171
Net assets		356,948	133,183
Capital and reserves
Called up share capital	7	835	716
Share premium reserve		13,474,836	10,407,960
Profit and loss account		(13,118,723)	(10,275,493)
Total equity		356,948	133,183

Uniphy Limited

(Registration number: 10003458)
Balance Sheet as at 31 December 2025

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

•	The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
•	The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised for issue by the Board on 14 May 2026 and signed on its behalf by:
 

.........................................

J E Nicholas

Director

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1	Statutory information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Platform
New Station Street
Leeds
LS1 4JB
England

2	Accounting policies

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

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

Going concern

The company raised an addition £1.5 million by way of a Convertible Loan Note in March 2026, payable in two tranches, and having reviewed the terms of this investment, the directors are confident that the Company will be able to meet its obligations as they fall due for a period of 12 months from the balance sheet date.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
and it is probable that future economic benefits will flow to the entity.

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense or credit for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.

Tangible fixed assets

Tangible fixed assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation.

The cost of tangible fixed assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Computer equipment	25% on cost
Laboratory equipment	25% on cost

Research and development costs

Expenditure on research and development is written off to the profit or loss during the year in which it is incurred.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits.

Trade creditors

Trade creditors are recognised at the transaction price.

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employees' services are received.

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the profit and loss account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the profit and loss account over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the profit and loss account is charged with fair value of goods and services received.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 15 (2024 - 13).

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

4	Tangible fixed assets

	Computer equipment  £	Laboratory equipment  £	Total £
Cost
At 1 January 2025	116,178	32,891	149,069
Additions	14,817	7,318	22,135
At 31 December 2025	130,995	40,209	171,204
Depreciation
At 1 January 2025	78,673	28,384	107,057
Charge for the year	17,208	3,453	20,661
At 31 December 2025	95,881	31,837	127,718
Carrying amount
At 31 December 2025	35,114	8,372	43,486
At 31 December 2024	37,505	4,507	42,012

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

5	Debtors: amounts falling due within one year

	2025  £	2024  £
Trade debtors	-	44,670
Other debtors	73,533	42,393
Prepayments	32,175	53,771
Corporation tax	189,880	198,466
Directors' loan accounts	536	-
	296,124	339,300

6

Creditors

	2025  £	2024  £
Directors' loan accounts	-	49,464
Trade creditors	255,200	113,203
Taxation and social security	65,471	93,737
Other creditors	14,355	24,985
Accruals	4,590	28,800
	339,616	310,189

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

7	Share capital

Allotted, called up and fully paid shares

	2025		2024
	No.	£	No.	£
Ordinary shares of £0.0001 each	1,946,000	194.60	1,946,000	194.60
Ordinary A shares of £0.0001 each	892,857	89.29	892,857	89.29
Ordinary B shares of £0.0001 each	5,514,745	551.47	4,317,236	431.72
	8,353,602	835	7,156,093	716

During the year, 1,197,509 Ordinary B shares, with an aggregate nominal value of £119, were issued for an aggregate consideration of £3,066,995.

8	Obligations under leases

Operating leases

The total of future minimum lease payments is as follows:

	2025 £	2024 £
Total	73,766	113,805

9	Related party transactions

Transactions with directors

2025	At 1 January 2025 £	Advances to director £	Repayments by director £	At 31 December 2025 £
Director	50,251	(70,787)	20,000	(536)

2024	At 1 January 2024 £	Advances to director £	Repayments by director £	At 31 December 2024 £
Director	(2,644)	(7,477)	60,372	50,251

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

10	Share-based payments

Unapproved Scheme

Scheme details and movements

At the year-end, 1 (2024 - 1) employee and 1 (2024 - 1) company director held non-transferrable options over 303,593 (2024 - 303,593) shares in the company , under an unapproved scheme.

The options granted in the year vest evenly in three equal annual instalments on the anniversary of grant. There are no performance conditions attached to the options.

Options remaining at the year-end have an exercise price of £0.0001 per share.
The term of the options are 10 years from the date of grant.
 

The movements in the number of share options during the year were as follows:

	2025 Number	2024 Number
Outstanding, start of period	303,593	110,000
Granted during the period	-	193,593
Outstanding, end of period	303,593	303,593
Vested, end of period	174,532	96,334

The movements in the weighted average exercise price of share options during the year were as follows:

	2025		2024
	£		£
Outstanding, start of period	0.0001		0.0001
Granted during the period	0.0001		0.0001
Expired during the period	-		-
Outstanding, end of period	0.0001		0.0001
Vested, end of period	0.0001		0.0001

Uniphy Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

EMI Scheme

Scheme details and movements

At the year-end, 10 (2024 - 10) employees and 3 (2024 - 3) company directors held non-transferrable options over 1,067,476 (2024 - 1,067,476) shares in the company, under an approved scheme.

The options granted in the year vest evenly in three equal annual instalments on the anniversary of grant. Vesting may also be conditional upon other criteria such as the option holder's continuing employment by the company.

Options remaining at the year-end have an exercise price of £0.0001 per share.

The term of the options are 10 years from the date of grant.

The movements in the number of share options during the year were as follows:

	2025 Number	2024 Number
Outstanding, start of period	1,056,147	215,667
Granted during the period	-	840,480
Outstanding, end of period	1,056,147	1,056,147
Vested, end of period	500,829	176,220

The movements in the weighted average exercise price of share options during the year were as follows:

	2025		2024
	£		£
Outstanding, start of period	0.0001		0.0001
Granted during the period	0.0001		0.0001
Forfeited during the period
Outstanding, end of period	0.0001		0.0001
Vested, end of period	0.0001		0.0001

11	Post balance sheet events

After the reporting date, the Company entered into an agreement for equity funding of £1.5 million, payable in two tranches. The first tranche was received in March 2026. The second tranche is contingent upon the achievement of specified performance criteria and is expected to be payable in September 2026, subject to those conditions being satisfied. As the agreement was entered into after the reporting date, this represents a non‑adjusting post balance sheet event and has not been recognised in these financial statements.