Company registration number 13229922 (England and Wales)
BLUE EARTH THERAPEUTICS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
BLUE EARTH THERAPEUTICS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
BLUE EARTH THERAPEUTICS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
$
$
$
$
Current assets
Debtors
4
3,003,806
724,640
Cash at bank and in hand
12,025,153
2,548,194
15,028,959
3,272,834
Creditors: amounts falling due within one year
5
(3,794,348)
(819,575)
Net current assets
11,234,611
2,453,259
Capital and reserves
Called up share capital
6
11,744
140
Share premium account
55,488,752
29,999,998
Profit and loss reserves
(44,265,885)
(27,546,879)
Total equity
11,234,611
2,453,259

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 31 March 2025 and are signed on its behalf by:
Dr D E Gauden
Director
Company Registration No. 13229922
BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
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

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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.

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
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.3
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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.

1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.5
Equity instruments

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

1.6
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 profit and loss account 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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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.

1.7
Employee benefits

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

 

The cost of any unused holiday entitlement is recognised in the period in which the 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.

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.8
Retirement benefits

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

2
Judgements and key sources of estimation uncertainty

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2024
2023
Number
Number
Total
6
3
4
Debtors
2024
2023
Amounts falling due within one year:
$
$
Corporation tax recoverable
503,850
69,447
Other debtors
2,499,956
655,193
3,003,806
724,640

 

5
Creditors: amounts falling due within one year
2024
2023
$
$
Bank loans and overdrafts
-
0
39,306
Trade creditors
1,603,171
287,231
Amounts owed to group undertakings
317,383
145,042
Taxation and social security
77,841
18,224
Other creditors
1,795,953
329,772
3,794,348
819,575
BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Creditors: amounts falling due within one year
(Continued)
- 5 -

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

6
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of 0.01c each
87,000,000
100
8,700
138
2024
2023
2024
2023
Growth share capital
Number
Number
$
$
Issued and fully paid
Growth shares of 0.01c each
4,937,499
-
494
-
2024
2023
2024
2023
Number
Number
$
$
Preference share capital
Issued and fully paid
Preference shares of 0.01c each
25,500,001
2,000
2,550
2
Total equity share capital
11,744
140

During the year ended 31 December 2024, there were 4,937,499 growth shares of $0.0001 each, with a total nominal value of $493.75 were issued on 17th October 2024 and 26th November 2024, 85,603,500 ordinary shares of $0.0001 each, with a total nominal value of $8,560.35 were issued on 17th October 2024 and 25,500,001 series A preferred shares of $0.0001 each, with a total nominal value of $2,550 were issued on 22nd October 2024. (2023: none)

 

A subdivision of shares was performed on 17th October 2024 with 100 ordinary shares of $1.3765 each, with a total nominal value of $137.65 amended to 1,376,500 ordinary shares of $0.0001 each, with a total nominal value of $137.65 and 2,000 preference shares of $0.001 each, with a total nominal value of $2 amended to 20,000 preference shares of $0.0001 each, with a total nominal value of $2. (2023: none)

 

A particular of variation of rights was performed on 17th October 2024 with 20,000 preference shares of $0.0001 each has been redesignated into 20,000 ordinary shares of $0.0001 each. (2023: none)

 

In addition the company has informed other members of staff that a futher 2,962,500 of growth shares will be issued post year end. 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.

 

The shares are only transferrable on a sale of the business, at the grant date management assessed the vesting period would be 3 years. Management have assessed that the growth shares are an equity settled share-based payment arrangement.

 

BLUE EARTH THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
7
Warrants

During the year the company issued 18,400,000 warrants over the Series A Preferred Shares to select investors which are exercisable at a price of $3 per share. 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.

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
David Green MA (Cantab) FCA
Statutory Auditor:
Azets Audit Services
9
Events after the reporting date

A further 2,304,167 growth shares of $0.0001 each, with a total nominal value of $230.42 were issued on 13th March 2025.

10
Ultimate parent and conrolling 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.

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