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Registered number: 12731324
FINCHETTO LTD
UNAUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2026
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FINCHETTO LTD
REGISTERED NUMBER: 12731324
BALANCE SHEET
AS AT 31 JULY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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FINCHETTO LTD
REGISTERED NUMBER: 12731324
BALANCE SHEET (CONTINUED)
AS AT 31 JULY 2026
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 10 form part of these financial statements.
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FINCHETTO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2026
The Company is a private Company limited by shares and is incorporated in England and Wales. The registered office address is Merlin House, Langstone Business Park, Newport, Wales, NP18 2HJ.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
At the time of approving the financial statements the directors have considered the going concern basis. The directors have prepared a cash flow forecast for the period 12 months from the date on which these accounts were approved. That forecast assumes further equity investment will be secured to enable the company to continue its investment in R&D and commercialisation. Whilst further equity investment is not guaranteed, the company has a strong pipeline of interest from institutional investors in the UK, Europe and US. This pipeline, combined with the recognition through the industry awards and its strong IP, gives the board confidence that further equity investment will be secured in the necessary timeframe. On this basis, the directors have prepared these accounts on a going concern basis.
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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FINCHETTO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2026
2.ACCOUNTING POLICIES (CONTINUED)
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 discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
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OPERATING LEASES: THE COMPANY AS LESSEE
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Development costs are recognised as an expense when they are incurred.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Profit and Loss Account in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
DEFINED CONTRIBUTION PENSION PLAN
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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FINCHETTO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2026
2.ACCOUNTING POLICIES (CONTINUED)
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.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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FINCHETTO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2026
2.ACCOUNTING POLICIES (CONTINUED)
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TANGIBLE FIXED ASSETS (CONTINUED)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment.
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CASH AND CASH EQUIVALENTS
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 11 (2025 - 10).
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FINCHETTO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2026
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Charge for the year on owned assets
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Prepayments and accrued income
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FINCHETTO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2026
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Other taxation and social security
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Accruals and deferred income
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Included in other creditors is £7,182 (2025 - £3,271) payable to the Company's defined contribution pension scheme and £424,723 (2025 - £894,356) relating to advance subscription agreements (see note 10).
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ALLOTTED, CALLED UP AND FULLY PAID
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4,661,751 (2025 - 4,406,240) Ordinary shares of £0.00005 each
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On 10 August 2025, 255,511 Ordinary shares of £0.00005 each were allotted at a price per share of £3.50.
Share option reserve
Share option reserves represent the fair value of share options granted recorded over their vesting period.
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FINCHETTO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2026
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The number and weighted average exercised price of share options during the year are as follows:
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Weighted average exercise price (pence)
2026
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Weighted average exercise price
(pence)
2025
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Outstanding at the beginning of the year *
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Forfeited during the year
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Exercised during the year
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OUTSTANDING AT THE END OF THE YEAR
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The Company has established share option plans over the Ordinary shares, under which options may be granted to directors, officers, consultants and employees. Equity-settled shared based payments are measured at fair value at the date of grant.
During the year 64,500 options were granted under the Enterprise Management Investment Scheme. During the year 5,000 options were cancelled under the Enterprise Management Investment Scheme and 5,000 options were cancelled under the Consultant Unapproved Share Option Scheme.
On exercise of the options, the Company issues new shares.
The total expense recognised during the year in respect of share-based payments totalled £108,482 (2025 - £142,984). Liabilities arising from share-based payment transactions totalled £390,133 (2025 - £281,651)
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FINCHETTO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2026
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POST BALANCE SHEET EVENTS
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On 20 August 2026, 99,225 Ordinary Shares were issued at £4.28 per share on conversion of advanced subscription agreements ("ASAs") outstanding at the year end. The aggregate amount of the ASAs converted was slightly higher than the value of the shares issued because fractional share entitlements were rounded down, as fractional shares cannot be issued.
On 1 September 2026, a further 46,727 Ordinary Shares were issued at £4.28 per share, also on conversion of ASAs. These ASAs were entered into after 31 July 2026, subsequently these amounts are not included in these financial statements.
The Company entered into a £350,000 convertible loan with Development Bank of Wales. The loan has a 24-month term and carries simple interest at 12% per annum, although the interest is waived if the specified conditions in the agreement are met. The loan is also convertible into equity in certain circumstances.
The Company was awarded a £450,000 Growth Catalyst grant. The project commenced in September 2026 and the grant is reimbursed quarterly in arrears against qualifying project expenditure.
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