Company No: 05115093 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	D G Baynes
	J D Beatson-Hird
	R S Jones (Resigned 16 January 2025)
	M G Wyllie

SECRETARY

J C Phillips

REGISTERED OFFICE	Aberllech
	Pentre Bach
	Brecon
	LD3 8UB
	Wales
	United Kingdom

COMPANY NUMBER

05115093 (England and Wales)

ACCOUNTANT	S&W Partners LLP
	4th Floor Cumberland House
	15-17 Cumberland Place
	Southampton
	Hampshire
	SO15 2BG

	Note	2025		2024
		£		£
Fixed assets
Investments	4	1,000		1,000
		1,000		1,000
Current assets
Debtors	5	49,619		7,714
Cash at bank and in hand		18,042		74,087
		67,661		81,801
Creditors: amounts falling due within one year	6	( 2,440,561)		( 2,412,646)
Net current liabilities		(2,372,900)		(2,330,845)
Total assets less current liabilities		(2,371,900)		(2,329,845)
Net liabilities		( 2,371,900)		( 2,329,845)
Capital and reserves
Called-up share capital		283,390		283,390
Share premium account		28,375,940		28,375,940
Capital redemption reserve		602,971		602,971
Profit and loss account		( 31,634,201 )		( 31,592,146 )
Total shareholders' deficit		( 2,371,900)		( 2,329,845)

For the financial year ending 31 October 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 financial statements for the financial year 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; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of Morvus Technology Limited (registered number: 05115093) were approved and authorised for issue by the Board of Directors on 07 October 2026. They were signed on its behalf by:

J D Beatson-Hird Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Morvus Technology Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Aberllech, Pentre Bach, Brecon, LD3 8UB, Wales, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The functional currency of Morvus Technology Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

These financial statements are separate financial statements.

Going concern

The directors have prepared cash flow forecasts for the 12-month period from the date of their approval of the financial statements. These forecasts do not currently include additional support from investors but the directors recognise that they may become reliant on additional cash in order to meet future debts as they fall due since the forecasts rely on income from third parties which is uncertain.

The directors have concluded that these circumstances represent a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern and that, therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, the directors are confident that they have a number of probable investment sources and other strategies, and therefore consider that it is appropriate to prepare the financial statements on a going concern basis. The financial statements therefore do not include any adjustments that would result if the Company was unable to continue as a going concern.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise on monetary items.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding value added tax.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss 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 profit or loss over the remaining vesting period.

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

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.

Financial instruments

Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.

Investments in subsidiaries are measured at cost less accumulated impairment.

Trade and other debtors and creditors are classified as basic financial instruments and measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.

Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts recognised. The following are the critical judgements that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Valuation of investments

At each reporting date, the valuation of investments is reviewed to identify indicators of impairment. The directors consider that the valuation of £1,000 is appropriate at 31 October 2025.

3. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	2		2

4. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 November 2024	1,100
	0
At 31 October 2025	1,100
Provisions for impairment
At 01 November 2024	100
At 31 October 2025	100
Carrying value at 31 October 2025	1,000
Carrying value at 31 October 2024	1,000

5. Debtors

	2025		2024
	£		£
Trade debtors	303		0
Amounts owed by Group undertakings	45,215		3,469
Prepayments	3,765		3,993
VAT recoverable	326		242
Other debtors	10		10
	49,619		7,714

6. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	87,462		91,985
Amounts owed to Group undertakings	1,000		1,000
Other loans	1,914,075		1,914,075
Other taxation and social security	0		682
Other creditors	438,024		404,904
	2,440,561		2,412,646

7. Related party transactions

At the year end, the Company was owed £45,215 (2024: £nil) by Gordian Pharma Limited. The balance is included within group undertakings.

At the year end, the following amounts were owing to related parties and are included within trade creditors:
Aberllech Estates, a business owned by J Beatson-Hird: £26,520 (2024: £25,200) in respect of office facilities.
Men's Health Ltd, a company of which M Wyllie is a director: £20,852 (2024: £20,852) in respect of consultancy services.
Urodoc Ltd, a company of which M Wyllie is a director: £24,000 (2024:£21,600)
Norwood Capital, a business owned by J Beatson-Hird: £2,400 (2024: £1,875) in respect of consultancy services..

All amounts were transacted under normal market conditions.

8. Reserves

Share premium account

The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of nominal value.

Capital redemption reserve

This reserve relates to the nominal value of shares that the Company has bought back.

Profit and loss account

This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.

9. Share-based payments

On 11 August 2020, the Remuneration Committee resolved to allot 25 million options to four option holders with an exercise price of £0.001 per share. 80% of these options vested on issue, with the remaining 20% vesting on the first anniversary of the allotment.

The original exercise period was due to expire on 11 August 2025. During the year, the Board approved an extension of the exercise period to 11 August 2027.

At the year ending 31 October 2024, unpaid share capital amounting to £1,529 was written off from the Balance Sheet, with a corresponding debit charge to the Profit and Loss.