Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-12-31false2Research and experimental development on biotechnology2023-01-01false6truefalse 13089338 2023-01-01 2023-12-31 13089338 2022-01-01 2022-12-31 13089338 2023-12-31 13089338 2022-12-31 13089338 2022-01-01 13089338 c:PriorPeriodIncreaseDecrease 2023-01-01 2023-12-31 13089338 1 2023-01-01 2023-12-31 13089338 d:Director1 2023-01-01 2023-12-31 13089338 c:PlantMachinery 2023-01-01 2023-12-31 13089338 c:ComputerEquipment 2023-01-01 2023-12-31 13089338 c:ComputerEquipment 2023-12-31 13089338 c:ComputerEquipment 2022-12-31 13089338 c:ComputerEquipment c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 13089338 c:OtherPropertyPlantEquipment 2023-01-01 2023-12-31 13089338 c:Goodwill 2023-01-01 2023-12-31 13089338 c:CurrentFinancialInstruments 2023-12-31 13089338 c:CurrentFinancialInstruments 2022-12-31 13089338 c:Non-currentFinancialInstruments 2023-12-31 13089338 c:Non-currentFinancialInstruments 2022-12-31 13089338 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 13089338 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 13089338 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 13089338 c:Non-currentFinancialInstruments c:AfterOneYear 2022-12-31 13089338 c:ShareCapital 2023-01-01 2023-12-31 13089338 c:ShareCapital 2023-12-31 13089338 c:ShareCapital 2022-01-01 2022-12-31 13089338 c:ShareCapital 2022-12-31 13089338 c:ShareCapital 2022-01-01 13089338 c:SharePremium 2023-01-01 2023-12-31 13089338 c:SharePremium 2023-12-31 13089338 c:SharePremium c:PriorPeriodIncreaseDecrease 2023-01-01 2023-12-31 13089338 c:SharePremium 2022-01-01 2022-12-31 13089338 c:SharePremium 2022-12-31 13089338 c:SharePremium 2022-01-01 13089338 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 13089338 c:RetainedEarningsAccumulatedLosses 2023-12-31 13089338 c:RetainedEarningsAccumulatedLosses c:PriorPeriodIncreaseDecrease 2023-01-01 2023-12-31 13089338 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 13089338 c:RetainedEarningsAccumulatedLosses 2022-12-31 13089338 c:RetainedEarningsAccumulatedLosses 2022-01-01 13089338 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-12-31 13089338 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2022-12-31 13089338 c:FinancialLiabilitiesFairValueThroughProfitOrLoss c:UnlistedNon-exchangeTraded 2023-12-31 13089338 c:FinancialLiabilitiesFairValueThroughProfitOrLoss c:UnlistedNon-exchangeTraded 2022-12-31 13089338 d:FRS102 2023-01-01 2023-12-31 13089338 d:Audited 2023-01-01 2023-12-31 13089338 d:FullAccounts 2023-01-01 2023-12-31 13089338 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 13089338 c:Subsidiary1 2023-01-01 2023-12-31 13089338 c:Subsidiary1 1 2023-01-01 2023-12-31 13089338 c:Subsidiary2 2023-01-01 2023-12-31 13089338 c:Subsidiary2 1 2023-01-01 2023-12-31 13089338 c:WithinOneYear 2023-12-31 13089338 c:WithinOneYear 2022-12-31 13089338 c:BetweenOneFiveYears 2023-12-31 13089338 c:BetweenOneFiveYears 2022-12-31 13089338 d:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 13089338 d:Consolidated 2023-12-31 13089338 d:ConsolidatedGroupCompanyAccounts 2023-01-01 2023-12-31 13089338 2 2023-01-01 2023-12-31 13089338 4 2023-01-01 2023-12-31 13089338 6 2023-01-01 2023-12-31 13089338 c:SpecificBusinessCombination1 2023-01-01 2023-12-31 13089338 c:SpecificBusinessCombination1 2023-12-31 13089338 c:SpecificBusinessCombination1 2 2023-12-31 13089338 c:SpecificBusinessCombination1 5 2023-12-31 13089338 c:SpecificBusinessCombination1 c:CurrentFinancialInstruments 2023-12-31 13089338 c:SpecificBusinessCombination1 c:Non-currentFinancialInstruments 2023-12-31 13089338 f:PoundSterling 2023-01-01 2023-12-31 13089338 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2022-12-31 13089338 c:PreviouslyStatedAmount 2022-12-31 13089338 c:ShareCapital c:PriorPeriodIncreaseDecrease 2023-01-01 2023-12-31 iso4217:GBP xbrli:pure
Registered Number:13089338





AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023


 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
REGISTERED NUMBER: 13089338

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
  
2,979,103
-

Tangible assets
 5 
36,382
2,902

  
3,015,485
2,902

Current assets
  

Stocks
  
111,656
-

Debtors: amounts falling due within one year
 8 
400,931
130,681

Cash at bank and in hand
 9 
2,531,913
194,670

  
3,044,500
325,351

Creditors: amounts falling due within one year
 10 
(7,600,699)
(93,301)

Net current (liabilities)/assets
  
 
 
(4,556,199)
 
 
232,050

Total assets less current liabilities
  
(1,540,714)
234,952

Creditors: amounts falling due after more than one year
 11 
(732,009)
-

Provisions for liabilities
  

Deferred taxation
 13 
(1,890)
-

Other provisions
 14 
(80,000)
-

  
 
 
(81,890)
 
 
-

Net (liabilities)/assets
  
(2,354,613)
234,952


Capital and reserves
  

Called up share capital 
  
1,303
1,303

Share premium account
  
999,696
999,696

Profit and loss account
  
(3,355,612)
(766,047)

Equity attributable to owners of the parent Company
  
(2,354,613)
234,952

  
(2,354,613)
234,952


Page 1

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
REGISTERED NUMBER: 13089338

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 consolidated statement of comprehensive income 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: 




A H W Crawley
Director

Date: 17 September 2024

The notes on pages 6 to 23 form part of these financial statements.

Page 2

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
REGISTERED NUMBER: 13089338

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 5 
11,380
2,902

Investments
 6 
3,273,578
-

  
3,284,958
2,902

Current assets
  

Debtors: amounts falling due within one year
 8 
617,857
130,681

Cash at bank and in hand
 9 
2,295,352
194,670

  
2,913,209
325,351

Creditors: amounts falling due within one year
 10 
(7,219,574)
(93,301)

Net current (liabilities)/assets
  
 
 
(4,306,365)
 
 
232,050

Total assets less current liabilities
  
(1,021,407)
234,952

  

Creditors: amounts falling due after more than one year
 11 
(732,009)
-

  

Net (liabilities)/assets
  
(1,753,416)
234,952


Capital and reserves
  

Called up share capital 
  
1,303
1,303

Share premium account
  
999,696
999,696

Profit and loss account
  
(2,754,415)
(766,047)

  
(1,753,416)
234,952


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 consolidated statement of comprehensive income 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: 


A H W Crawley
Director
Date: 17 September 2024

The notes on pages 6 to 23 form part of these financial statements.

Page 3

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£

At 1 January 2023 (as previously stated)
1,303
999,696
(804,022)
196,977
196,977

Prior year adjustment - correction of error
-
-
37,975
37,975
37,975

At 1 January 2023 (as restated)
1,303
999,696
(766,047)
234,952
234,952


Comprehensive income for the year

Loss for the year
-
-
(2,589,565)
(2,589,565)
(2,589,565)
Total comprehensive income for the year
-
-
(2,589,565)
(2,589,565)
(2,589,565)


At 31 December 2023
1,303
999,696
(3,355,612)
(2,354,613)
(2,354,613)


The notes on pages 6 to 23 form part of these financial statements.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£

At 1 January 2022
1,303
999,696
(501,891)
499,108
499,108


Comprehensive income for the year

Loss for the year
-
-
(264,156)
(264,156)
(264,156)
Total comprehensive income for the year
-
-
(264,156)
(264,156)
(264,156)


At 31 December 2022
1,303
999,696
(766,047)
234,952
234,952


The notes on pages 6 to 23 form part of these financial statements.

Page 4

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023 (as previously stated)
1,303
999,696
(804,022)
196,977

Prior year adjustment - correction of error
-
-
37,975
37,975

At 1 January 2023 (as restated)
1,303
999,696
(766,047)
234,952


Comprehensive income for the year

Loss for the year
-
-
(1,988,368)
(1,988,368)
Total comprehensive income for the year
-
-
(1,988,368)
(1,988,368)


At 31 December 2023
1,303
999,696
(2,754,415)
(1,753,416)


The notes on pages 6 to 23 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
1,303
999,696
(501,891)
499,108


Comprehensive income for the year

Loss for the year
-
-
(264,156)
(264,156)
Total comprehensive income for the year
-
-
(264,156)
(264,156)


At 31 December 2022
1,303
999,696
(766,047)
234,952


The notes on pages 6 to 23 form part of these financial statements.

Page 5

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Amber Therapeutics Holdings Limited (formerly Amber Therapeutics Ltd) is a private company, limited by shares, registered in England and Wales. The Company's registered office address is Cannon Place, 78 Cannon Street, London, EC4N 6AF
The principal activity of the Company is the research and development of biotechnology. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
 

 
2.3

Going concern

In considering the appropriate basis on which to prepare the financial statements, the Directors are required to consider whether the Group can continue in operational existence for the foreseeable future.
Following the year end the Company issued convertible loan notes of £4,000,000 on 11 March 2024, bringing the total convertible loan notes balance to £10,900,000.
In addition, following the year end the Company successfully signed a Series A Fundraise for a total of £80.9m of which £70m will be received in three tranches, and £10.9m relates to the conversion of convertible loan notes held by the Company. Tranche 1 has been successfully completed with the Company issuing 3,926,701 Series A shares for a total consideration of $18,567,259 and £146,199. On completion of Tranche 1, the convertible loan notes of £10,900,000 converted into 1,047,121 Series A shares and 2,257,853 Series A 1 shares at par.

Page 6

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 7

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Government grants

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 Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 8

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 9

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years

 
2.13

Tangible fixed assets

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.

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:

Plant and machinery
-
20%
Straight-line
Computer equipment
-
33%
Straight-line
Other fixed assets
-
10%
Straight-line

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.

Page 10

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

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.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 11

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date. 
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 12

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Employees

The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
15
2
6
2


4.


Intangible assets

Group and Company





Goodwill

£



Cost


Additions
3,171,621



At 31 December 2023

3,171,621



Amortisation


Charge for the year on owned assets
192,518



At 31 December 2023

192,518



Net book value



At 31 December 2023
2,979,103



At 31 December 2022
-



Page 13

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Tangible fixed assets

Group






Plant and machinery
Computer equipment
Leasehold improvements
Total

£
£
£
£



Cost or valuation


At 1 January 2023
-
5,795
-
5,795


Additions
4,720
14,199
2,309
21,228


Acquisition of subsidiary
14,687
4,739
-
19,426



At 31 December 2023

19,407
24,733
2,309
46,449



Depreciation


At 1 January 2023
-
2,893
-
2,893


Charge for the year on owned assets
662
6,496
16
7,174



At 31 December 2023

662
9,389
16
10,067



Net book value



At 31 December 2023
18,745
15,344
2,293
36,382



At 31 December 2022
-
2,902
-
2,902

Page 14

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           5.Tangible fixed assets (continued)


Company






Computer equipment

£

Cost or valuation


At 1 January 2023
5,795


Additions
11,529



At 31 December 2023

17,324



Depreciation


At 1 January 2023
2,893


Charge for the year on owned assets
3,051



At 31 December 2023

5,944



Net book value



At 31 December 2023
11,380



At 31 December 2022
2,902





The net book value of land and buildings may be further analysed as follows:





6.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
3,273,578



At 31 December 2023
3,273,578




Page 15

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Bioinduction Limited
178-180 Hotwell Road, Bristol, BS8 4RP
Ordinary
100%
Amber Therapeutics Ireland Limited
Unit No 3c,
Kellys Retail Park,
Mucklagh,
Tullamore, Offaly, Ireland
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Bioinduction Limited
5,647
(293,838)

Amber Therapeutics Ireland Limited
62,224
(62,224)


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Bioinduction Inc
178-180 Hotwell Road, Bristol, BS8 4RP
Ordinary
100%
Bioinduction PTY Limited
178-180 Hotwell Road, Bristol, BS8 4RP
Ordinary
100%
Acticare Neuroscience Inc
178-180 Hotwell Road, Bristol, BS8 4RP
Ordinary
100%
Amber Therapeutics Limited (formerly Finetech Medical Limited)
178-180 Hotwell Road, Bristol, BS8 4RP
Ordinary
100%
Bioinduction Medical UK Limited
178-180 Hotwell Road, Bristol, BS8 4RP
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Bioinduction Inc
-
-

Bioinduction PTY Limited
(113,606)
(18,632)

Acticare Neuroscience Inc
(1,844)
-

Amber Therapeutics Limited (formerly Finetech Medical Limited)
(286,344)
(193,912)

Bioinduction Medical UK Limited
393,787
(48)

Page 16

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
111,656
-

111,656
-



8.


Debtors

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£


Trade debtors
40,400
-
-
-

Amounts owed by group undertakings
-
-
441,180
-

Other debtors
327,464
5,319
152,738
5,319

Prepayments and accrued income
33,067
125,362
23,939
125,362

400,931
130,681
617,857
130,681


Amounts owed by group undertakings are non-interest bearing and repayable on demand.


9.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
2,531,913
194,670
2,295,352
194,670

2,531,913
194,670
2,295,352
194,670


Page 17

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Bank loans
26,615
-
-
-

Convertible loan notes
6,900,000
-
6,900,000
-

Trade creditors
278,854
-
227,315
-

Other taxation and social security
44,099
5,013
19,249
5,013

Other creditors
208,663
901
3,188
901

Accruals and deferred income
142,468
87,387
69,822
87,387

7,600,699
93,301
7,219,574
93,301


The Bank Loan of £26,615 relates to a Bounce Back Loan obtained by one of the companies acquired during the year and has been repaid in full in July 2024.
During the year ended 31 December 2023, the Company issued £6,900,000 of 0% convertible loan notes. The notes were redeemable automatically on the Company raising at least £15,000,000 in newly commited capital or at the behest of the lender. Following the year end the Company issued a further £4,000,000 of loan notes. Subsequent to this, the loan notes converted into 1,047,121 Series A shares and 2,257,853 Series A 1 shares at par as part of a Series A Fundraise (see note 20).


11.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other creditors
732,009
-
732,009
-

732,009
-
732,009
-


Other creditors comprise consideration which is payable on the successful completion of FDA clinical trials. The Directors consider that this outflow is probable.

Page 18

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets measured at amortised cost
121,148
5,319
553,437
5,319

Cash and cash equivalents
2,531,913
194,670
2,295,352
194,670

2,653,061
199,989
2,848,789
199,989


Financial liabilities

Financial liabilities measured at amortised cost
8,088,226
901
7,931,961
901


Financial assets measured at amortised cost comprise trade and other debtors and amounts due to Group companies.


Financial liabilities measured at amortised cost comprise loan notes, trade and other creditor and amounts due from Group companies.


13.


Deferred taxation


Group



2023


£






Charged to profit or loss
(1,890)



At end of year
(1,890)

Company


2023






At end of year
-
The deferred taxation balance is made up as follows:

Group
2023
£

Accelerated capital allowances
(1,890)

(1,890)

Page 19

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Provisions


Group



Dilapidation provision

£





Charged to profit or loss
80,000



At 31 December 2023
80,000

The dilapidation provision relates to an estimate of costs for restoration, repair and redecoration of the Company's leased premises at the termination of the leases in accordance with the terms of the lease agreements. 

Page 20

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.
 

Business combinations

On 25 July 2023, the parent company acquired 100% of the share capital of the Bioinduction group which consists of Bioinduction Limited, Bioinduction Inc, Bioinduction PTY, Acticare Neuroscience Inc, Bioinduction Medical UK Limited and Finetech Medical Limited. This business combination has been accounted for under the acquisition method in line with FRS102.

Acquisition of the Bioinduction Group

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
19,427
-
19,427

19,427
-
19,427

Current Assets

Stocks
110,863
-
110,863

Debtors
113,564
(80,925)
32,639

Cash at bank and in hand
(390,901)
-
(390,901)

Total Assets
(147,047)
(80,925)
(227,972)

Creditors

Due within one year
(423,620)
-
(423,620)

Due after more than one year
(29,799)
-
(29,799)

Deferred taxation
(79,943)
81,193
1,250

Total Identifiable net liabilities
(680,409)
268
(680,141)


Goodwill
3,171,625

Total purchase consideration
2,491,484

Consideration

£


Cash
1,541,174

Equity instruments
68

Debt repayment
834,096

Deferred consideration
200,000

Contingent consideration
698,510

Directly attributable costs
(782,364)

Total purchase consideration
2,491,484

Page 21

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
2,491,484

2,491,484

Less: Cash and cash equivalents acquired
(309,099)

Net cash outflow on acquisition
2,182,385

The results of the Bioinduction Group since acquisition are as follows:

Current period since acquisition
£

Turnover
65,795

(Loss) for the period since acquisition
(568,654)


16.


Prior year adjustment

A prior year adjustment was made to correctly account for grant income recognised in the year. This resulted in an decrease in grant income and an increase in retained earnings of £125,362.
In addition, a prior year adjustment was made to correctly account for expense items that required an accrual in the prior year. This resulted in a decrease in expenses and retained earnings of £87,387.


17.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £7,760 (2022: £440). Contributions totalling £6,526 (2022: £779) were payable to the fund at the balance sheet date and are included in creditors.

Page 22

 
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
126,362
-
34,090
-

Later than 1 year and not later than 5 years
275,084
-
32,812
-

401,446
-
66,902
-


19.


Related party transactions

During the year ended 31 December 2023, the Group repaid the Director's Loan account of £325,000 from I S Gillbe, a previous director of the Group as part of the acquision of the Bioinduction Group (see note 15). At the balance sheet date the Director's Loan account was £Nil.
During the year ended 31 December 2023, the Group paid fees for consultancy services to a director for £5,000 (2022 £Nil). As at 31 December 2023 the Group owed £Nil (2022: £Nil). 


20.


Post balance sheet events

After the year end, the Company transferred its trade, assets and intellectual property to Amber Therapeutics Limited (formerly Finetech Medical Limited), a subsidiary company. Following this, the Company changed its name to Amber Therapeutics Holdings Limited.
Following the year end the Company issued convertible loan notes of £4,000,000 on 11 March 2024, bringing the total convertible loan notes balance to £10,900,000.
In addition, following the year end the Company successfully signed a Series A Fundraise for a total of £80.9m of which £70m will be received in three tranches, and £10.9m relates to the conversion of convertible loan notes held by the Company. Tranche 1 has been successfully completed with the Company issuing 3,926,701 Series A shares for a total consideration of $18,567,259 and £146,199. On completion of Tranche 1, the convertible loan notes of £10,900,000 converted into 1,047,121 Series A shares and 2,257,853 Series A 1 shares at par.


21.


Controlling party

In the opinion of the directors there is no one controlling party. 


22.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 17 September 2024 by Sue Staunton MA FCA CF (Senior statutory auditor) on behalf of James Cowper Kreston Audit.

Page 23