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Registered number: 09022750










ENTERPRISE THERAPEUTICS LIMITED










FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
CONTENTS

Page
Company Information
 
1
Director's Report
 
2 - 3
Independent Auditor's Report
 
4 - 6
Statement of Profit or Loss and Other 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 - 24

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
COMPANY INFORMATION

Director
J Ford 




Company secretary
P Boyd



Registered number
09022750



Registered office
Sussex Innovation Centre
Science Park Square

Falmer

Brighton

BN1 9SB




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

201 Cumnor Hill

Cumnor

Oxford

Oxfordshire

OX2 9GG




Page 1

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Director presents his report and the financial statements for the year ended 31 December 2024.

Director

The Director who served during the year was:

J Ford 

Director's responsibilities statement

The Director is responsible for preparing the Director's Report and the financial statements, in accordance with applicable law.

Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

Under company law the Director must not approve the financial statements unless he is 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 the financial statements, the Director is required to:

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Director is 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. The Director is responsible for such internal control as the Director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and has general responsibility for taking such steps as are reasonably open to the Director to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Disclosure of information to auditor

The Director at the time when this Director's Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Page 2

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Small companies' exemption note

In preparing this report, the Director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Auditor

The auditor, James Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the Director and signed on its behalf.
 



J Ford
Director

Date: 2 May 2025
Page 3

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTERPRISE THERAPEUTICS LIMITED
 

Opinion


We have audited the financial statements of Enterprise Therapeutics Limited for the year ended 31 December 2024 which comprise the Statement of Profit or Loss and Other Comprehensive Incomethe Statement of Financial Positionthe Statement of Cash Flowsthe Statement of Changes in Equity and the related notes, including a summary of significant accounting policies set out on pages 11 - 14. 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:

give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;

have been properly prepared in accordance with UK adopted International Accounting Standards; and

have been prepared in accordance with the requirements of the Companies Act 2006.


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 United Kingdom, including the Financial Reporting Council'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 Director's 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 Director 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 Director is responsible for the other information contained within the Annual ReportOur 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.

Page 4

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTERPRISE THERAPEUTICS LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006


In our opinion, based on the work undertaken in the course of the audit: 

the information given in the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Director's Report has been prepared in accordance with applicable legal requirements.


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 Director's 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:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of Director's remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.


Responsibilities of directors

As explained more fully in the Director's responsibilities statement on page 2, the Director is 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 Director determines 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 Director is 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 Director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 5

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTERPRISE THERAPEUTICS LIMITED (CONTINUED)


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.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

•  Enquiry of management and those charged with governance around actual and potential litigation and                                                    claims;
•  Reviewing minutes of meetings of those charged with governance;
•  Reviewing financial statement disclosures and testing to supporting documentation to assess compliance                                   with applicable laws and regulations;
•  Performing audit work to address the risk of irregularities due to management override of controls,                                                       including testing of journal entries and other adjustments for appropriateness, evaluating the business                                                                                       rationale of significant transactions outside the normal course of business and reviewing accounting                                                                   estimates for evidence of bias.

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

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.



 
 
Sue Staunton MA FCA CF (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
201 Cumnor Hill
Cumnor
Oxford
Oxfordshire
OX2 9GG

2 May 2025
Page 6

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

  

Administrative expenses
  
(8,911,239)
(4,665,233)

Loss from operations
  
(8,911,239)
(4,665,233)

  

Finance income
  
184,298
21,972

Finance expense
  
(5,354)
(1,109)

Loss before tax
  
(8,732,295)
(4,644,370)

  

Tax credit
 7 
1,516,627
756,527

Loss for the year
  
(7,215,668)
(3,887,843)


Total comprehensive income
  
(7,215,668)
(3,887,843)

The notes on pages 11 to 24 form part of these financial statements.

Page 7

 
ENTERPRISE THERAPEUTICS LIMITED
REGISTERED NUMBER: 09022750

 
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Assets

Non-current assets
  

Property, plant and equipment
 8 
91,742
8,323

Other non-current investments
  
8,593
8,593

  
100,335
16,916

Current assets
  

Trade and other receivables
  9
3,686,388
1,447,702

Cash and cash equivalents
    11
6,714,252
1,501,571

  
10,400,640
2,949,273

  

Total assets

  

10,500,975
2,966,189

Liabilities

Non-current liabilities
  

Current liabilities
  

Trade and other liabilities
 12 
23,428,824
8,732,509

  
23,428,824
8,732,509

  

Total liabilities
  
23,428,824
8,732,509

  

  

Net liabilities
  
(12,927,849)
(5,766,320)


Issued capital and reserves
  

Share capital
  14
159
159

Share premium reserve
  15
31,159,623
31,159,623

Capital contribution reserve
  
54,139
-

Retained earnings
  15
(44,141,770)
(36,926,102)

TOTAL EQUITY
  
(12,927,849)
(5,766,320)

The financial statements on pages 7 to 24 were approved and authorised for issue by the board of Director on 2 May 2025 and were signed on its behalf by:

J Ford
Director

The notes on pages 11 to 24 form part of these financial statements.

Page 8

 
ENTERPRISE THERAPEUTICS LIMITED


 
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Share capital
Share premium
Capital contribution reserve
Retained earnings
Total equity


£
£
£
£
£

At 1 January 2024
159
31,159,623
-
(36,926,102)
(5,766,320)

Loss for the year
-
-
-
(7,215,668)
(7,215,668)

Total comprehensive income for the year
-
-
-
(7,215,668)
(7,215,668)

Share based payment charge
-
-
54,139
-
54,139

Total contributions by and distributions to owners
-
-
54,139
-
54,139

At 31 December 2024
159
31,159,623
54,139
(44,141,770)
(12,927,849)



Share capital
Share premium
Retained earnings
Total equity


£
£
£
£

At 1 January 2023
159
31,159,623
(33,038,259)
(1,878,477)

Loss for the year
-
-
(3,887,843)
(3,887,843)

Total comprehensive income for the year
-
-
(3,887,843)
(3,887,843)

At 31 December 2023
159
31,159,623
(36,926,102)
(5,766,320)

The notes on pages 11 to 24 form part of these financial statements.

Page 9

 
ENTERPRISE THERAPEUTICS LIMITED


 
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

Cash flows from operating activities
  

Loss for the year
  
(7,215,668)
(3,887,843)

Adjustments for
  

Depreciation of property, plant and equipment
 8 
75,425
4,510

Finance income
   5  
(184,298)
(21,972)

Finance expense
      
5,354
1,109

Share-based payment expense
 18 
54,139
-

Income tax expense
 7 
(1,516,627)
(756,527)

  
(8,781,675)
(4,660,723)

Movements in working capital:
  

Increase in trade and other receivables
  
(1,478,586)
(530,198)

Increase in trade and other payables
  
14,614,805
5,398,593

Cash generated from operations
  
4,354,544
207,672

  

Income taxes paid
  
756,527
961,089

Net cash from operating activities

  
5,111,071
1,168,761

Cash flows from investing activities
  

Acquisition of subsidiary, net of cash acquired
  
-
(8,593)

Purchases of property, plant and equipment
  
(16,306)
(8,119)

Interest received
     5
184,298
21,972

Net cash from investing activities

  
167,992
5,260

Cash flows from financing activities
  

Finance expense
     5
-
(1,109)

Lease payments on leases under IFRS16
  
(66,382)
-

Net cash used in financing activities
  
(66,382)
(1,109)

Net increase in cash and cash equivalents
  
5,212,681
1,172,912

  

Cash and cash equivalents at the beginning of year
  
1,501,571
328,659

Cash and cash equivalents at the end of the year
  
6,714,252
1,501,571

The notes on pages 11 to 24 form part of these financial statements.

Page 10

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


Reporting entity

Enterprise Therapeutics Limited (the 'Company') is a private limited company incorporated in England and Wales with registered number 09022750. The Company's registered office is at Sussex Innovation Centre, Science Park Square, Falmer, Brighton, BN1 9SB. 
The Company's principal activity is that of a drug discovery company dedicated to research and development of novel therapies for the treatment of respiratory diseases.
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the financial years presented, unless otherwise stated.


2.Accounting policies


2.1

Basis of preparation

The financial statements have been prepared in accordance with UK adopted International Accounting Standards, the IFRS Interpretations Committee (formerly the International Financial Reporting Interpretations Committee (IFRIC)) interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared on a going concern basis and under the historic cost convention. 
The financial statements are rounded to the nearest pound Sterling.


2.2

Impact of new international reporting standards, amendments and interpretations

There have been no new international reporting standards, amendments and interpretations that have had a material impact on the Company for the year ended 31 December 2024.
Standards effective for accounting periods beginning on or after 1st January 2025
Effective date 1st January 2025
IAS 21 - The Effects of Changes in Foreign Exchange Rates - lack of exchangeability.
Effective date 1st January 2026
IFRS 9 - Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Amendments to the
Classification and Measurement of Financial Instruments.
Annual improvements to IFRS accounting standards, amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10
and IAS 7.
Effective date 1st January 2027
IFRS 18 - Presentation and Disclosure in Financial Statements.


2.3

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operations for the foreseeable future. Enterprise Therapeutics Holdings Limited has also confirmed its continuing support of the Company for at least 12 months from the date of approval of the financial statements. The director believes it is appropriate to adopt the going concern basis of accounting. 

Page 11

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.


2.5

Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently held at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect the amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the Statement of Comprehensive Income within administrative expenses.


2.6

Trade payables

Trade payables are recognised initially at fair value and subsequently held at amortised cost using the effective interest rate method.


2.7

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held with banks, bank overdrafts and other short term highly liquid investments with original maturities less than 3 months.

 
2.8

Current and deferred income tax

Income tax on the results for the year comprises current and deferred tax. Income tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Claims under the Research and Development Expenditure Credit Scheme are recognised on the accruals basis.


2.9

Research and development

Research costs are written off to the statement of comprehensive income in the year in which they are incurred. All research costs, whether funded by grant or not, are included within administrative expenses on the face of the statement of comprehensive income.
All ongoing development expenditure is currently expensed in the year in which it is incurred. Due to the regulatory and other uncertainties inherent in the development of the Company's programmes, the criteria for development costs to be recognised as an asset as prescribed by IAS 38 "Intangible Assets" are not met until the product has been submitted for regulatory approval, such approval has been received and it is probable that future economic benefits will flow to the Company. The Company does not currently have any such internal development costs that qualify for capitalisation as intangible assets.

Page 12

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.10

Foreign currencies

The financial statements are presented in pounds sterling, which is the Company's functional and presentational currency. Transactions denominated in foreign currencies are translated into sterling at the actual rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at rates ruling at the balance sheet date. Exchange differences are included in the statement of comprehensive income within administrative expenses.

  
2.11

Pensions

Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the year to which they relate.


2.12

Equity instruments

All the classes of the Company's share capital are classified as equity. Incremental costs directly attributable to the issue of new share capital are shown as a deduction, net of tax, from the proceeds.

Page 13

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.13

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in the Statement of Comprehensive Income. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:
Lab and office equipment - 3 to 5 years straight line



3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effects on amounts recognised in the financial statements.
Taxation
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and the level of future taxable profits, together with future planning strategies. At the year-end, the Director has not recognised a deferred tax asset in respect of taxable losses due to the current uncertainty on future taxable profits.
Research and development expenditure
Expenditure on research and development is considered by the Director in each reporting period for whether it qualifies as research or development in accordance with IAS 38. The Director considers expenditure incurred up to 31 December 2024 represents research expenditure and, therefore, all research and development costs have been expensed in the Statement of Comprehensive Income in the period to which they relate. Judgement is required by the Director for whether R&D costs qualify as development expenditure that should be capitalised as an intangible asset.

Page 14

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Employee benefit expenses (including Directors) comprise:

Employee benefit expenses (including Directors) comprise:


2024
2023
£
£

Wages and salaries
1,702,215
1,507,638

National insurance
219,242
194,498

Defined contribution pension cost
96,930
152,704

2,018,387
1,854,840

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including the Director of the Company listed on page 1.


2024
2023
£
£


Salary
336,000
218,674

During the period, the highest paid Director received remuneration of £336,000 (2023: £218,674). No pension contributions were made in respect of the highest paid Director (2023: nil).

The monthly average number of persons, including the Director, employed by the Company during the year was as follows:


2024
2023
No.
No.

Administrative staff
2
3

Scientific staff
6
7

8
10

Page 15

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Finance income and expense

Recognised in profit or loss


2024
2023
£
£
Finance income



Bank interest receivable
184,298
21,972

Finance expense

Bank interest payable
-
1,109

Other interest payable
5,354
-


Net finance income
178,944
20,863


6.
Loss before income tax

The loss before income tax is stated after charging:


2024
2023

£
£


Depreciation
7,907
4,510

Right of use asset depreciation
67,518
-

Auditor's remuneration
14,200
12,559

Accountancy fees
4,600
4,029

Difference on foreign exchange
25,092
3,410

Page 16

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Tax expense

7.1 Income tax recognised in profit or loss



2024
2023
£
£

Current tax

Current tax on profits for the year
(1,516,627)
(756,527)

Total current tax
(1,516,627)
(756,527)


(1,516,627)
(756,527)

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:


2024
2023
£
£


Loss for the year
(7,215,668)
(3,887,843)

Income tax credit/expense (including income tax on associate, joint venture and discontinued operations)
(1,516,627)
(756,527)

Loss before income taxes
(8,732,295)
(4,644,370)


Tax using the Company's domestic tax rate of 25% (2023:23.52%)
(2,169,538)
(1,092,356)

Additional deduction for R&D expenditure
(1,209,028)
(596,967)

Expenses not deductible for tax purposes
13,403
119

Surrender of tax losses for R&D tax credit refund
1,135,157
470,640

Remeasurement of deferred tax for changes in tax rates
-
(29,062)

Movement in deferred tax not recognised
713,379
491,099

Total tax expense
(1,516,627)
(756,527)

Changes in tax rates and factors affecting the future tax charges

An unprovided deferred tax asset arises principally in respect of trading losses totalling £5,058,627 (2023: £4,342,989) at 31 December 2024 together with other immaterial timing differences. This deferred tax asset has not been recognised due to the uncertainty of the future taxable profits against which it may be settled




Page 17

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Property, plant and equipment





Lab and office equipment
Right-of-use assets
Total

£
£
£



Cost or valuation





At 1 January 2023
20,937
-
20,937


Additions
8,119
-
8,119



At 31 December 2023
29,056
-
29,056


Additions
16,306
142,538
158,844


Disposals
(11,666)
-
(11,666)



At 31 December 2024
33,696
142,538
176,234


Plant and machinery
Right-of-use assets
Total

£
£
£



Accumulated depreciation and impairment





At 1 January 2023
16,223
-
16,223


Charge owned for the year
4,510
-
4,510



At 31 December 2023
20,733
-
20,733


Charge owned for the year
7,907
67,518
75,425


Disposals
(11,666)
-
(11,666)



At 31 December 2024
16,974
67,518
84,492



Net book value


At 1 January 2023
4,714
-
4,714


At 31 December 2023
8,323
-
8,323


At 31 December 2024
16,722
75,020
91,742

Page 18

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.Property, plant and equipment (continued)


8.1. Assets owned or held under leases


The net book value of owned and leased assets included as "Property, plant and equipment" in the Statement of Financial Position is as follows:

31 December 2024
31 December 2023
£
£


Property, plant and equipment owned
16,722
8,323

Right-of-use assets, excluding investment property
75,020
-

91,742
8,323

Information about right-of-use assets is summarised below:

Net book value

31 December 2024
31 December 2023
£
£

Right of use asset
75,020
-

Depreciation charge for the year ended

31 December 2024
31 December 2023
£
£

Right of use asset
67,518
-


9.


Trade and other receivables

2024
2023
£
£


VAT repayable
143,093
172,024

Other receivables
19,536
10,080

Prepayments
1,818,820
509,071

Amounts owed by group companies
188,312
-

Tax recoverable
1,516,627
756,527

3,686,388
1,447,702

Page 19

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.

Investment in subsidiary


Investment 
£

Cost or valuation

Addition
8,593

As at December 2023
8,593

As at December 2024
8,593

The Company acquired Enterprise Therapeutics Srl incorporated on 18 December 2023. The subsidiary
was incorporated with the registered address of Milan (MI) Via Alberico Albricci 8 Cap 20122, Italy. 



11.


Cash and cash equivalents

2024
2023
£
£



Bank accounts
6,714,193
1,501,512

Cash balances
59
59

6,714,252
1,501,571


12.


Trade and other payables


2024
2023
£
£


Trade payables
642,059
957,609

Amounts owed to group undertakings
22,000,000
7,250,000

Other payables
20,215
14,133

Accruals
636,346
459,576

Other payables - tax and social security payments
48,694
51,191

Lease Liability
81,510
-

Total trade and other payables

23,428,824
8,732,509

Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.
Trade payables, accruals and other payables (excluding tax and social security payments) represent amounts held at amortised cost. All amounts are payable within 12 months of the reporting date.

Page 20

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £96,930 (2023: £152,704). The total contributions payable to the fund at the balance sheet date were £11,034 (2023: £13,985).


14.


Called up share capital

Allotted, issued and fully paid:

2024
2024
2023
2023
Number
£
Number
£
Ordinary shares

159

15,900,000

15,900,000
 
159
 


15.


Reserves


Share premium
Share premium is the amount by which the amount received by the Company for a share issue exceeds its nominal value.
Retained earnings
Retained earnings are the Company's accumulated profit or losses at the year end date.


Capital contribution reserve
Capital contribution reserve reflects the fair value of the services received in exchange for Enterprise Therapeutics Holdings equity instruments. 

Page 21

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Financial instruments - risk management

In common with other businesses, the Company is exposed to risks that arise from its use of financial instruments. The Company’s principal financial instruments are financial assets comprising trade and other receivables (excluding prepayments) and cash balances; and financial liabilities comprising trade payables. These are all measured at amortised cost.  
Exposure to credit, liquidity, currency and interest rate risks arise in the normal course of the Company’s business. The Company does not enter into derivative financial instruments.
Liquidity risk
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely. The interest rate exposure of the Company as at 31 December 2024 and the maturity profile of the carrying value of the Company’s financial liabilities are shown in note 12. All financial liabilities will be settled within six months unless stated otherwise in note 12. The Company’s policy is to ensure that it has sufficient cash to allow it to meet its liabilities. This risk is monitored by the Director via forecast cash flows and annual budgets.
Currency risk
The Company is exposed to translation and transaction foreign exchange risk arising because the Company has operations in more than one country. As such, the Company’s net assets arising from such overseas operations are exposed to currency risk resulting in gains or losses on retranslation into sterling.  
Foreign exchange risks arise when the Company enters into transactions denominated in a currency other than their functional currency. Movements in exchange rates also affect the value of the Company’s foreign currency cash balances in the UK. Exchange rate movements during the year resulted in a charge of £25,092  (2023: £3,410). 
Interest rate risk
Interest rate risk arises on borrowings which are at fixed interest rates. Changes in rates could have the effect of either increasing or decreasing the Company's net loss. The Director does not consider the risk to be material to the financial statements as the Company only has loan notes with its shareholder and interest rates are fixed.

Page 22

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Leases




(i) Leases as a lessee



There were two leases in place during the year. 


Lease liabilities are due as follows:

2024
2023
£
£

Contractual undiscounted cash flows due

Not later than one year
82,170
14,220

82,170
14,220



In 2023 the Company did not recognised a lease under IFRS 16 due to the lease being a short term lease. 


18.


Share based payments


18.1. Employee share option plan


Movements in share options during the year

The Group of which the Company is a member has a share-based payment plan. Options are granted at the discretion of the Company Directors under this plan, and as of 31st December 2024, 3,520,594 options over ordinary shares in the parent Enterprise Therapeutics Holdings Ltd were outstanding. The share options vest over a period of four years, with 25% vesting after the first complete year and the remaining 75% vesting equally over the remaining 36 months. All share options have a life of ten years before expiry. 
 


The following reconciles the share options outstanding at the beginning and end of the year:


2024
2023
Number of options
Weighted average exercise price
Number of options

£



Balance at the beginning of the year
145,110
-
-

Granted during the year
3,520,594
0.12
145,110

Forfeited during the year
(66,509)
-
-

Exercised during the year
(78,601)
-
-

3,520,594
-
-

The weighted average exercise price of all brought forward options is £0.000005.
The total share-based payment charge recognised in the year is £54,139 (2023: Nil)

Page 23

 
ENTERPRISE THERAPEUTICS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Related party transactions

At the year end the Company was owed £188,312 (2023: Nil) from its subsidiary. 


20.


Ultimate controlling party

The Company is 100% owned by its direct parent, Enterprise Therapeutics Holdings Limited. There is no single ultimate controlling party, and there were no changes in ultimate controlling party during the year.

Page 24