Company registration number 13229922 (England and Wales)
BLUE EARTH THERAPEUTICS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
BLUE EARTH THERAPEUTICS LIMITED
COMPANY INFORMATION
Directors
Dr D E Gauden
Mr C Y Petit
Mr F Tedoldi
Mr A Vismara
Secretary
Ms C Roche
Company number
13229922
Registered office
Magdalen Centre
The Oxford Science Park
Oxford
Oxfordshire
UK
OX4 4GA
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
BLUE EARTH THERAPEUTICS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 26
BLUE EARTH THERAPEUTICS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the Company is the research and development of next-generation targeted radiotherapeutics for the treatment of cancer, with a primary focus on therapies for prostate cancer.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Dr D E Gauden
Mr C Y Petit
Mr F Tedoldi
Mr M Ginder
(Resigned 18 September 2025)
Mr D Canner
(Resigned 17 September 2025)
Mr A Vismara
Financial instruments
Financial risk management objective and policies

The main risks associated with the Company’s financial assets and liabilities are set out below:

 

Cash flow risk

Certain transactions and assets are exposed to foreign currency risk. The company’s functional currency is USD, and the majority of the costs occur in USD. In the opinion of the directors, the risk associated with foreign currency movements is acceptable. The company doesn’t enter into any financial instruments to hedge against foreign currency risk.

 

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages this risk by maintaining adequate cash resources and monitoring forecast and actual cash flows. The Directors regularly review the Company’s cash flow forecasts to ensure that sufficient funding is available to support the Company’s research and development activities and operational requirements. In addition, the Company’s liquidity position is monitored with oversight from the ultimate parent company’s corporate treasury function.

Going concern

The Company is in a net asset position, with an operating loss and net current asset position. However, after receiving an undertaking from the ultimate parent company, Bracco SpA, that it will provide all necessary financial support to the Company for at least 12 months from the date of approval of these financial statements, the directors have formed a judgement at the time of approving the financial statements that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they have adopted the going concern basis in preparing financial statements.

BLUE EARTH THERAPEUTICS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Future developments

Future developments The Company intends to further advance its clinical development pipelines during 2026. The Company’s lead therapeutic compound, 177Lu-rhPSMA-10.1 injection, will continue patient recruitment in its Phase II efficacy study. The Company’s second therapeutic candidate, 225Ac-rhPSMA-10.1 injection), is expected to commence a Phase I clinical trial in the UK, with initial patient enrolment anticipated later in 2026 subject to regulatory approvals.

In line with its strategic objectives, management continues to evaluate potential collaboration and in-licensing opportunities to strengthen the pipeline. The Company is also pursuing business development initiatives and exploring additional sources of capital from both global investors and strategic partners to support its future development activities.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

On behalf of the board
Dr D E Gauden
Director
1 July 2026
BLUE EARTH THERAPEUTICS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors are responsible for preparing the annual report 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 UK-adopted International Accounting Standards ("UK-adopted IFRS") in conformity with the requirements of Comapnies Act 2006. 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, International Accounting Standard 1 requires that directors:

 

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.

BLUE EARTH THERAPEUTICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUE EARTH THERAPEUTICS LIMITED
- 4 -
Opinion

We have audited the financial statements of Blue Earth Therapeutics Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

BLUE EARTH THERAPEUTICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUE EARTH THERAPEUTICS LIMITED (CONTINUED)
- 5 -
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 directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 is 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.

Auditor's 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 an auditor's report 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.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

BLUE EARTH THERAPEUTICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUE EARTH THERAPEUTICS LIMITED (CONTINUED)
- 6 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 an auditor's report 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.

David Green MA (Cantab) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
HP9 2JH
1 July 2026
BLUE EARTH THERAPEUTICS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
$
$
Research and development expenses
(18,866,615)
(13,871,736)
Other operating income
3,754
260,952
Administrative expenses
(4,674,774)
(3,607,678)
Operating loss
4
(23,537,635)
(17,218,462)
Investment revenues
8
1,380
80,206
Finance costs
9
(52,772)
(15,154)
Loss before taxation
(23,589,027)
(17,153,410)
Income tax income
10
590,879
434,403
Loss and total comprehensive income for the year
(22,998,148)
(16,719,007)

There were no recognised gains and losses in 2025 or 2024 other than those included in the statement of comprehensive income.

 

The notes on pages 11 to 26 form part of these financial statements.

BLUE EARTH THERAPEUTICS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
$
$
Current assets
Trade and other receivables
11
1,213,443
2,499,956
Current tax recoverable
927,278
503,850
Cash and cash equivalents
15,122,085
12,025,153
17,262,806
15,028,959
Current liabilities
Trade and other payables
15
3,776,414
3,794,348
Net current assets
13,486,392
11,234,611
Net assets
13,486,392
11,234,611
Equity
Called up share capital
18
15,704
11,744
Share premium account
19
80,181,851
55,488,752
Share based payment reserve
552,809
-
Capital redemption reserve
20
61
-
0
Retained earnings
(67,264,033)
(44,265,885)
Total equity
13,486,392
11,234,611
The financial statements were approved by the board of directors and authorised for issue on 1 July 2026 and are signed on its behalf by:
Dr D E Gauden
Director
Company registration number 13229922 (England and Wales)
BLUE EARTH THERAPEUTICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Share capital
Share premium account
Capital redemption reserve
Share based payment reserve
Retained earnings
Total
Notes
$
$
$
$
$
$
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
140
29,999,998
-
-
(27,546,878)
2,453,260
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
-
(16,719,007)
(16,719,007)
Transactions with owners:
Issue of share capital
18
11,604
25,488,754
-
-
-
25,500,358
Balance at 31 December 2024
11,744
55,488,752
-
0
-
(44,265,885)
11,234,611
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
-
-
(22,998,148)
(22,998,148)
Transactions with owners:
Issue of share capital
18
4,205
24,693,099
-
-
-
24,697,304
Share based payment expense
-
-
-
552,809
-
0
552,809
Redemption of shares
18
-
0
-
0
61
-
-
0
61
Other movements
(245)
-
-
-
-
(245)
Balance at 31 December 2025
15,704
80,181,851
61
552,809
(67,264,033)
13,486,392
BLUE EARTH THERAPEUTICS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
$
$
$
$
Cash flows from operating activities
Cash absorbed by operations
25
(21,737,366)
(15,963,954)
Interest paid
(2,408)
(15,154)
Income taxes refunded
167,451
-
Net cash outflow from operating activities
(21,572,323)
(15,979,108)
Investing activities
Interest received
1,380
936
Net cash generated from investing activities
1,380
936
Financing activities
Proceeds from issue of shares
24,646,757
25,500,358
Net cash generated from financing activities
24,646,757
25,500,358
Net increase in cash and cash equivalents
3,075,814
9,522,186
Cash and cash equivalents at beginning of year
12,025,153
2,508,888
Effect of foreign exchange rates
21,118
(5,921)
Cash and cash equivalents at end of year
15,122,085
12,025,153
BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Blue Earth Therapeutics Limited is a private company limited by shares incorporated in England and Wales. The registered office is Magdalen Centre, The Oxford Science Park, Oxford, Oxfordshire, UK, OX4 4GA.

1.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

Items included in the financial statements are measured using the US Dollar, the currency of the primary economic environment in which the entity operates (‘the functional currency’), as this being predominately, the United States geographical area, the company’s financial statements are presented in US Dollars.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
First-time adoption of IFRS
These financial statements, for the year ended 31 December 2025, are the first the company has prepared in accordance with IFRS. Previously, the financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (UK GAAP) and the requirements of the Companies Act 2006.
Accordingly, the company has prepared financial statements that comply with IFRS applicable as at 31 December 2025, together with the comparative period data for the year ended 31 December 2024. In preparing the financial statements, the company's opening statement of financial position was prepared at 1 January 2024, the company's date of transition to IFRS.
1.3
Going concern

The Company is in a net asset position, with an operating loss and net current asset position. However, after receiving an undertaking from the ultimate parent company, Bracco SpA, that it will provide all necessary financial support to the Company for at least 12 months from the date of approval of these financial statements, the directors have formed a judgement at the time of approving the financial statements that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they have adopted the going concern basis in preparing financial statements. true

1.4
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

 

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.6
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
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 income statement 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 tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.9
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 inventories or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.11
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.12
Foreign exchange

Transactions in currencies other than US Dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.13

Research and Development (R&D)

Expenditure on research activities is recognised in the statement of comprehensive income as an expense as incurred.

 

Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the company intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve a plan or design for the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the income statement as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2
Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised Standards and Interpretations have been adopted by the company and have an effect on the current period or a prior period or may have an effect on future periods:

IAS 21
Lack of Exchangeability (Effective 1 January 2025)
Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):

IFRS 19
Subsidiaries without Public Accountability Disclosures (Effective date 1 January 2027)
IFRS 18
Presentation and Disclosure in Financial Statements (Effective date 1 January 2027)
IFRS 9 and IFRS 7
Classification and Measurement of Financial Instruments (Effective date 1 January 2026)
IFRS 9 and IFRS 7
Contracts Referencing Nature-dependent Electricity (Effective 1 January 2026)
Volume 11
Annual Improvements to IFRS Accounting Standards (Effective date 1 January 2026)

The company is currently assessing the impact of these new accounting standards and amendments. The company does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the company.

3
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions 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 judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statement.
Share-based payments

Employees within the company are eligible to share options awards which are classified as equity-settled awards. This required the fair value of the awards to be estimated on grant date and an estimate of the number of employees expected to remain in employment over the vesting period.

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
$
$
Exchange losses
5,342
-
0
Research and development costs
13,942,146
9,640,469
Share-based payments
552,809
-
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the company
36,047
24,199
For other services
Tax services
15,656
8,084
Other services
9,538
2,781
Total non-audit fees
25,194
10,865
6
Employees

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

2025
2024
Number
Number
Total
18
6

Their aggregate remuneration comprised:

2025
2024
$
$
Wages and salaries
3,753,259
1,979,574
Social security costs
492,114
291,207
Pension costs
391,471
103,246
4,636,844
2,374,027
BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
7
Directors' remuneration
2025
2024
$
$
Remuneration for qualifying services
1,185,743
462,902
Company pension contributions to defined contribution schemes
35,663
-
1,221,406
462,902
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
$
$
Remuneration for qualifying services
1,154,222
462,902
Company pension contributions to defined contribution schemes
35,663
-
8
Investment income
2025
2024
$
$
Interest income
Bank deposits
1,380
934
Other income
Exchange differences
-
0
79,272
1,380
80,206
9
Finance costs
2025
2024
$
$
Interest on bank overdrafts and loans
52,772
15,154
BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
10
Income tax expense
2025
2024
$
$
Current tax
UK corporation tax on profits for the current period
(450,000)
(336,399)
Adjustments in respect of prior periods
(140,879)
(98,004)
Total UK current tax
(590,879)
(434,403)

The charge for the year can be reconciled to the loss per the income statement as follows:

2025
2024
$
$
Loss before taxation
(23,589,027)
(17,153,410)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(5,897,257)
(4,288,353)
Effect of expenses not deductible in determining taxable profit
13,193
541,929
Income not taxable
(4,138)
(234)
Research and development tax credit
(450,000)
(336,399)
Under/(over) provided in prior years
(140,879)
(98,004)
Losses carried forward
5,888,202
3,746,658
Taxation credit for the year
(590,879)
(434,403)
11
Trade and other receivables
2025
2024
$
$
VAT recoverable
287,752
128,095
Other receivables
-
0
16
Prepayments
925,691
2,371,845
1,213,443
2,499,956

 

12
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
13
Liquidity risk

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the company's funding and liquidity requirements within the context in which it operates.

 

The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.

Due within 1 year
Due between 1 - 2 years
Due more than 2 years
Total
$
$
$
$
At 31 December 2024
Trade payables
1,603,171
-
-
1,603,171
Amounts owed to group undertakings
317,383
-
-
317,383
Accruals
458,644
-
-
458,644
2,379,198
-
-
2,379,198
At 31 December 2025
Trade payables
562,657
-
-
562,657
Amounts owed to group undertakings
602,189
-
-
602,189
Accruals
1,757,656
-
-
1,757,656
2,922,502
-
-
2,922,502

 

Social security costs are not included within the financial liabilities stated above.

 

The following table details the company's expected maturity for its non-derivative financial assets. The table below has been drawn up based on the undiscounted contractual maturities of the financial assets. The inclusion of information on non-derivative financial assets is necessary to understand the comapny's liquidity risk management as the liquidity is managed on a net asset and liability basis.

 

Due within 1 year
Due between 1 - 2 years
Due more than 2 years
Total
$
$
$
$
At 31 December 2024
Cash and cash equivalents
12,025,153
-
-
12,025,153
12,025,153
-
-
12,025,153
At 31 December 2025
Cash and cash equivalents
15,122,085
-
-
15,122,085
15,122,085
-
-
15,122,085

Prepayments and VAT recoverable are not included within the financial assets stated above.

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
14
Market risk
Market risk management
Foreign exchange risk

The carrying amounts of the company's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

Assets
Liabilites
2025
2024
2025
2024
$
$
$
$
GBP
439,549
93,390
1,763,681
1,464,941
EUR
117,040
115,114
286,628
311,852
Canadian Dollar
-
-
-
1,488
556,589
208,504
2,050,309
1,778,281

Some of the revenues and costs originate and are denominated in foreign currencies and therefore the group carries an inherent risk in reported profits given that its presentational currency is $.

 

The company actively seeks to manage a natural hedge to its foreign exchange exposure by maintaining bank accounts in different currencies.

 

VAT receivable and prepayments are not included within the asset balances above.

 

Social security costs are not included within the liabilities balances above.

 

Sensitivitiy analysis

As shown in the table above, the company is primarily exposed to changes in Pound sterling (GBP) and Euro (EUR) exchange rates. The effect of a strengthening or weakening on the Pound Sterling and Euros against US dollar at the reporting date would have affected the measurement of financial instruments denominated in a foreign currency and affected profit or loss by the amounts shown below. The sensitivity analysis has been determined on a reasonably possible change in the exchange rate. The analysis assumes that all other variables remain constant and ignores any impact of forecast purchases.

 

 

 

Profit or Loss

 

 

 

 

 

Sensitivity

Strengthening

Weakening

 

 

 

 

$

$

Year Ended 31 December 2025

 

 

 

GBP

 

 

5%

66,207

(66,207)

EUR

 

 

5%

8,479

(8,479)

 

 

 

 

 

 

Year Ended 31 December 2024

 

 

 

GBP

 

 

5%

68,578

(68,578)

EUR

 

 

5%

9,835

(9,835)

Canadian Dollar

 

5%

74

(74)

 

 

 

 

                

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
15
Trade and other payables
2025
2024
$
$
Trade payables
562,657
1,603,171
Amounts owed to fellow group undertakings
602,189
317,383
Accruals
2,448,635
1,795,953
Social security and other taxation
162,933
77,841
3,776,414
3,794,348

Amounts owed to group undertakings comprise of intercompany balances that are unsecured, interest free and repayable on demand.

16
Retirement benefit schemes
2025
2024
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
391,471
103,246

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

17
Share-based payments

The company has issued 1,189,198 Options over Ordinary Shares, 168,623 RSUs over Ordinary shares and 2,962,500 of Growth Shares identified in 2024 (2024: 4,937,499 Growth Shares) to select employees as part of a share-based payment arrangement at an exercise price of $0.0001 per share. The Ordinary shares participate up to $0.80 per share in priority to the growth shares and then on a pro rata basis.

 

The shares are only transferrable on a sale of the business, at the grant date management assessed the vesting period would be 2 years. Management have assessed that the share options and RSUs are an equity settled share-based payment arrangement. The shares can only be exercised upon an exit event and this indicates that the exit event is a non-market vesting condition.

 

During the current year a charge amounting to $552,809 was recognised in the financial statements of which $94,683 was in respect of the Options and RSUs and $458,126 in respect of Growth Shares.

Number of share options
Average exercise price
2025
2024
2025
2024
Number
Number
$
$
Outstanding at 1 January 2025
-
0
-
0
-
0
-
0
Granted in the period
1,189,198
-
0
0.001
-
0
Outstanding at 31 December 2025
1,189,198
-
0
0.0001
-
0
BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
17
Share-based payments
(Continued)
- 22 -
Options granted during the year

Options granted in the year are set out below. Fair value was measured using the Black-Scholes model.

2025
Grant date
9 April 2025
Weighted average fair value
$0.55
Inputs for model:
- Weighted average share price
$0.49
- Weighted average exercise price
$0.0001
- Expected volatility
45%
- Expected life
2 years
- Risk free rate
3.40%
- Expected dividends yields
0%

No dividends are expected to be paid.

Restricted Stock Units
Number of share options
Average exercise price
2025
2024
2025
2024
Number
Number
$
$
Outstanding at 1 January 2025
-
0
-
0
-
0
-
0
Granted in the period
168,623
-
0
0.0001
-
0
Outstanding at 31 December 2025
168,623
-
0
0.0001
-
0
2025
2024
$
$
Expenses
Related to equity settled share based payments
552,809
-

 

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of 0.01c each
88,838,100
87,000,000
8,884
8,700
2025
2024
2025
2024
Growth share capital
Number
Number
$
$
Issued and fully paid
Growth shares of 0.01c each
7,899,999
4,939,999
790
494
2025
2024
2025
2024
Preference share capital
Number
Number
$
$
Issued and fully paid
Preference A shares of 0.01c each
60,294,111
25,500,001
6,029
2,550
60,294,111
25,500,001
6,029
2,550
Total equity share capital
15,704
11,744

During the year ended 31 December 2025, 2,962,500 growth shares of $0.0001 each, with a total nominal value of $296.25 were issued on 13th March 2025 and 15th December 2025. 37,245,090 series A preferred shares of $0.0001 each, with a total nominal value of $3,724.51 were issued on 6th June 2025, 1st July 2025 and 12th December 2025. (2024: 4,937,499 growth shares of $0.0001 each, with a total nominal value of $493.75 were issued, 85,603,500 ordinary shares of $0.0001 each, with a total nominal value of $8,560.35 were issued and 25,500,001 series A preferred shares of $0.0001 each, with a total nominal value of $2,550 were issued.)

 

A particular of variation of rights was performed on 12th December 2025 with 612,745 series A preferred shares of $0.0001 each, with a total nominal value of $61.27 amended to 612,745 deferred shares of $0.0001 each, with a total nominal value of $61.27 and 1,838,235 series A preferred shares of $0.0001 each, with a total nominal value of $183.82 amended to 1,838,235 ordinary shares of $0.0001 each, with a total nominal value of $183.82. (2024: 20,000 preference shares of $0.0001 each redesignated into 20,000 ordinary shares of $0.0001 each).

 

The growth shares are entitled to participate in the equity returns of the Company once certain hurdles have been exceeded on a pro rata basis with the ordinary shares.

19
Share premium account
2025
2024
$
$
At the beginning of the year
55,488,752
29,999,998
Issue of new shares
24,693,099
25,488,754
At the end of the year
80,181,851
55,488,752

 

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
20
Capital redemption reserve
2025
2024
$
$
At the beginning of the year
-
0
-
0
Transfers
61
-
At the end of the year
61
-
0

On 12th December 2025, 612,745 deferred shares of $0.0001 each, with a total nominal value of $61.27 were cancelled in accordance with the Articles of Association out of capital (2024: None). The cancellation of deferred shares was affected for nominal par value, and no consideration was paid or payable to the shareholder. The transaction has been accounted for as an equity reorganisation. The nominal value of the cancelled shares $61.27 was transferred to the capital redemption reserve.

21
Capital risk management

The company's objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain an optimal capital structure to reduce the cost of capital.

The company's capital is managed within the context of the international group in which it operates. The capital structure of the comapny consists of cash and cash equivalents and equity attributable to owners of the company, compromising issued capital and retained profits. The company is not subject to any externally imposed capital requirements. The company finances its operations through a comination of group indebtness, normal trade credit, retained profit and cash.

 

In the absence of external borrowings, capital is managed primarily through retained earnings. The board monitors the level of distributable reserves and seeks to maintain sufficient capital to fund working capital needs.

The company is not subject to any externally imposed capital requirements.

22
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Recharges paid
Recharges received
2025
2024
2025
2024
$
$
$
$
Other Bracco group companies
3,138,834
3,274,202
3,754
260,952
2025
2024
Amounts due to related parties
$
$
Other Bracco group companies
602,189
317,383
BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
23
Warrants

During the year the company issued two tranches of warrants of 470,587 and 3,857,623 (2024: 18,400,000) over the Series A Preferred Shares to select investors which are exercisable at a price of $2.40 and $0.80 respectively (2024: $3) per share it should be noted that the previous exercise price of $3 was modified in the year to $2.40 and additional warrants were awarded at $0.80. Management have assessed that the warrants constitute an equity instrument as the warrants grant rights to a fixed number of shares for a fixed consideration. As such an initial value of $nil has been recognised in equity to reflect the fair value of consideration transferred upon receipt of the warrants. As an equity instrument this value is not remeasured at the year end.

24
Controlling party

The smallest and largest group in which the results of the company are consolidated is that headed by Bracco s.p.A, the accounts of which are available at Business Register of the Chamber of Commerce of Milan, Monza, Brianza, Lodi, Italy. Bracco s.p.A is the ultimate holding company, controlling party and is incorporated and registered in Italy. Its registered office address is Via Egidio Folli 50, 20134 Milan, Italy.

Bracco Horizons Limited is the immediate parent company of Blue Earth Therapeutics Limited and is incorporated in Great Britain and is registered in England. The registered address of Bracco Horizons Limited is Magdalen Centre, The Oxford Science Park, Oxford, United Kingdom, OX4 4GA.

25
Cash absorbed by operations
2025
2024
$
$
Loss for the year after taxation
(22,998,148)
(16,719,007)
Adjustments for:
Taxation charged
(590,879)
(434,403)
Finance costs
52,772
15,154
Investment income
(1,380)
(934)
Foreign exchange gains on cash equivalents
(21,119)
5,921
Equity settled share based payment expense
552,809
-
Movements in working capital:
Decrease/(increase) in trade and other receivables
1,286,513
(1,844,764)
(Decrease)/increase in trade and other payables
(17,934)
3,014,079
Cash absorbed by operations
(21,737,366)
(15,963,954)
BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
26
Analysis of changes in net funds
1 January 2025
Cash flows
Exchange rate movements
31 December 2025
$
$
$
$
Cash at bank and in hand
12,025,153
3,075,813
21,119
15,122,085
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
Prior year:
$
$
$
$
Cash at bank and in hand
2,058,888
9,972,186
(5,921)
12,025,153
27
Transition adjustments

These financial statements, for the year ended 31 December 2025, represent the company's first annual financial statements prepared in accordance with International Financial Reporting Standards (IFRS). in prior periods, the company prepared its financial statements in accordance with FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland, and the Companies Act 2006.

 

The company has applied IFRS 1 First Time Adoption of International Financial Reporting Standard in preparing these financial statements. The date of transition to IFRS is 1 January 2024, at which date an opening statement of financial postion has been prepared. The comparative for the year ended 31 December 2024 has been presented on an IFRS basis.

 

The transition from UK GAAP to IFRS has not resulted in any adjustments to the company's previously reported financial position, financial performance or cash flows. Accordingly, the amounts reported under UK GAAP as at the date of transition and for the comparative period have not been restated.

 

In accordance with IFRS 1, where there are no material adjustments on transition, the company has not presented a reconciliation of equity or reconciliation of comprehensive income between UK GAAP and IFRS.

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