Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-05-202024-05-202025-05-022025-05-022025-05-024629093426512703417999922147674682215120210827806760352272616913016936116The classification of convertible loan notes in accordance with IAS 32 requires management to make judgements over the occurrence or non-occurrence of future contractual events that will impact the presentation of the loan notes. Management have accounted for the loan notes in issue as containing a compound hybrid feature and have, therefore, recognised an amount in equity equal to the the difference between the fair value of the compound instrument and the fair value of the liability component. The determination of fair value of the compound instrument requires Management to make estimates in respect of interest rates that have a significant impact on the accounting. Research and development expenditure0.2352J W Ford2025-05-022024-12-312024-01-01false128689010false 12868901 2024-01-01 2024-12-31 12868901 3 2024-01-01 2024-12-31 12868901 4 2024-01-01 2024-12-31 12868901 5 2024-01-01 2024-12-31 12868901 6 2024-01-01 2024-12-31 12868901 2023-01-01 2023-12-31 12868901 3 2023-01-01 2023-12-31 12868901 4 2023-01-01 2023-12-31 12868901 2024-12-31 12868901 2023-12-31 12868901 2023-01-01 12868901 d:CompanySecretary1 2024-01-01 2024-12-31 12868901 d:Director1 2024-01-01 2024-12-31 12868901 d:Director2 2024-01-01 2024-12-31 12868901 d:Director3 2024-01-01 2024-12-31 12868901 d:Director4 2024-01-01 2024-12-31 12868901 d:Director5 2024-01-01 2024-12-31 12868901 d:Director6 2024-01-01 2024-12-31 12868901 d:Director7 2024-01-01 2024-12-31 12868901 d:Director8 2024-01-01 2024-12-31 12868901 d:Director8 2024-12-31 12868901 d:Director9 2024-01-01 2024-12-31 12868901 d:Director9 2024-12-31 12868901 d:RegisteredOffice 2024-01-01 2024-12-31 12868901 e:CurrentFinancialInstruments 2024-12-31 12868901 e:CurrentFinancialInstruments 2023-12-31 12868901 e:Non-currentFinancialInstruments 2024-12-31 12868901 e:Non-currentFinancialInstruments 2023-12-31 12868901 e:ShareCapital 2024-01-01 2024-12-31 12868901 e:ShareCapital 2024-12-31 12868901 e:ShareCapital 2023-01-01 2023-12-31 12868901 e:ShareCapital 2023-12-31 12868901 e:ShareCapital 2023-01-01 12868901 e:SharePremium 2024-01-01 2024-12-31 12868901 e:SharePremium 2024-12-31 12868901 e:SharePremium 2023-01-01 2023-12-31 12868901 e:SharePremium 2023-12-31 12868901 e:SharePremium 2023-01-01 12868901 e:ForeignCurrencyTranslationReserve 2024-01-01 2024-12-31 12868901 e:OtherMiscellaneousReserve 2024-01-01 2024-12-31 12868901 e:OtherMiscellaneousReserve 5 2024-01-01 2024-12-31 12868901 e:OtherMiscellaneousReserve 2024-12-31 12868901 e:OtherMiscellaneousReserve 2023-12-31 12868901 e:MergerReserve 2024-01-01 2024-12-31 12868901 e:MergerReserve 5 2024-01-01 2024-12-31 12868901 e:MergerReserve 2024-12-31 12868901 e:MergerReserve 2023-01-01 2023-12-31 12868901 e:MergerReserve 2023-12-31 12868901 e:MergerReserve 2023-01-01 12868901 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 12868901 e:RetainedEarningsAccumulatedLosses 5 2024-01-01 2024-12-31 12868901 e:RetainedEarningsAccumulatedLosses 2024-12-31 12868901 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12868901 e:RetainedEarningsAccumulatedLosses 2023-12-31 12868901 d:FullIFRS 2024-01-01 2024-12-31 12868901 d:Audited 2024-01-01 2024-12-31 12868901 d:FullAccounts 2024-01-01 2024-12-31 12868901 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 12868901 1 2024-01-01 2024-12-31 12868901 2 2024-01-01 2024-12-31 12868901 3 2024-01-01 2024-12-31 12868901 4 2024-01-01 2024-12-31 12868901 5 2024-01-01 2024-12-31 12868901 e:SharePremium 5 2024-01-01 2024-12-31 12868901 e:SharePremium 6 2024-01-01 2024-12-31 12868901 e:OtherMiscellaneousReserve 6 2024-01-01 2024-12-31 12868901 e:MergerReserve 6 2024-01-01 2024-12-31 12868901 e:RetainedEarningsAccumulatedLosses 6 2024-01-01 2024-12-31 12868901 16 2024-01-01 2024-12-31 12868901 e:ShareCapital 4 2024-01-01 2024-12-31 12868901 e:ShareCapital 5 2024-01-01 2024-12-31 12868901 f:PoundSterling 2024-01-01 2024-12-31 iso4217:GBP xbrli:pure

Registered number: 12868901










ENTERPRISE THERAPEUTICS HOLDINGS LIMITED










FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

 
COMPANY INFORMATION


Directors
B Dzikowski 
P M Finan 
J W Ford 
A V Mayweg 
G Mulder 
A Munshi 
J C Richardson 
R Woodman (appointed 5 January 2024)
J M J Hammond (appointed 20 May 2024)




Company secretary
P J Boyd



Registered number
12868901



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





 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

 
CONTENTS


Page
Directors' Report
 
1 - 2
Independent Auditor's Report
 
3 - 5
Consolidated Statement of Profit or Loss and Other Comprehensive Income
 
6
Consolidated Statement of Financial Position
 
7 - 8
Company Statement of Financial Position
 
9
Consolidated Statement of Changes in Equity
 
10 - 11
Company Statement of Changes in Equity
 
12
Consolidated Statement of Cash Flows
 
13 - 14
Company Statement of Cash Flows
 
15
Notes to the Consolidated Financial Statements
 
16 - 33

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The Directors who served during the year were:

B Dzikowski 
P M Finan 
J W Ford 
A V Mayweg 
G Mulder 
A Munshi 
J C Richardson 
R Woodman (appointed 5 January 2024)
J M J Hammond (appointed 20 May 2024)

Directors' responsibilities statement

The Directors are responsible for preparing the Directors' Report and the consolidated financial statements, in accordance with applicable law.

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

Under company law the Directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the Directors are 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 Group and 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 they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group'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 and the Group's auditor is aware of that information.

Page 1

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Small companies' exemption note

In preparing this report, the Directors have 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 board and signed on its behalf.
 



J W Ford
Director

Date: 2 May 2025
Page 2

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

Opinion


We have audited the financial statements of Enterprise Therapeutics Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Incomethe Consolidated Statement of Financial Position, the Company Statement of Financial Positionthe Consolidated Statement of Cash Flows, the Company Statement of Cash Flowsthe Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies set out on pages 17 - 20. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion:

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

the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdomand

the financial statements 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 Group and the Parent 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 Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting included:


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 Group's or the Parent 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 Directors with respect to going concern are described in the relevant sections of this report.

Page 3

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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


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 Directors are 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.

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Directors' 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report or the Directors' 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

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

certain disclosures of Directors' 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 Directors' responsibilities statement on page 1, the Directors are 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 Directors determine 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 Directors are responsible for assessing the Group's and the Parent 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 Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
 


 

Page 4

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTERPRISE THERAPEUTICS HOLDINGS 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 of 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 5

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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


2024
2023
Note
£
£

  

  

Administrative expenses
  
(8,877,929)
(4,708,031)

Loss from operations
  
(8,877,929)
(4,708,031)

  

Finance income
 8 
594,289
21,972

Finance expense
 8 
(67,787)
(467,356)

Loss before tax
  
(8,351,427)
(5,153,415)

  

Tax credit
 10 
1,509,690
803,709

Loss for the year
  
(6,841,737)
(4,349,706)

Other comprehensive income:

Exchange gains arising on translation on foreign operations
  
(1,387)
-

Total comprehensive income
  
(6,843,124)
(4,349,706)

Loss for the year attributable to:
  

Owners of the parent
  
(6,841,737)
(4,349,706)

  
(6,841,737)
(4,349,706)



Total comprehensive income attributable to:
  

Owners of the parent
  
(6,843,124)
(4,349,706)

  
(6,843,124)
(4,349,706)

The notes on pages 17 to 33 form part of these financial statements.

Page 6

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
REGISTERED NUMBER: 12868901

 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024


2024
2023
Restated
Note
£
£

Assets

Non-current assets
  

Property, plant and equipment
 11 
91,742
8,323

Intangible assets
 12 
3,924
-

Current assets
  

Trade and other receivables
 14 
3,656,602
1,447,849

Cash and cash equivalents
 26 
13,132,576
2,241,467

  
16,789,178
3,689,316

Total assets

  

16,884,844
3,697,639

Liabilities

Loans and borrowings
  
-
6,348,530

Deferred tax liability
 10 
-
10,652

  
-
6,359,182

Current liabilities
  

Trade and other liabilities
 15 
1,574,861
1,500,151

Net assets/(liabilities)
  
15,309,983
(4,161,694)


Issued capital and reserves attributable to owners of the parent
 19 

Share capital
  
231
303,114

Share premium reserve
  
32,563,517
5,999,974

Foreign translation reserve
  
(1,387)
-

Merger reserve
  
22,976,293
22,976,293

Other reserve
  
7,383,734
7,383,734

Share based payment reserve
  
54,139
-

Retained earnings
  
(47,666,544)
(40,824,809)

  
15,309,983
(4,161,694)

  

TOTAL EQUITY
  
15,309,983
(4,161,694)

The financial statements on pages 6 to 33 were approved and authorised for issue by the board of Directors and were signed on its behalf by:

J W Ford
Director
Date: 2 May 2025

The notes on pages 17 to 33 form part of these financial statements.
Page 7

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
REGISTERED NUMBER: 12868901

 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024



Page 8

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
REGISTERED NUMBER: 12868901

 
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024


2024
2023
Note
£
£

Assets

Non-current assets
  

Current assets
  

Trade and other receivables
 14 
164
147

Cash and cash equivalents
 26 
6,216,774
731,303

  
6,216,938
731,450

Total assets

  

6,216,938
731,450

Liabilities

Loans and borrowings
  
-
6,348,530

Deferred tax liability
 10 
-
10,652

  
-
6,359,182

Current liabilities
  

Trade and other liabilities
 15 
17,078
17,640

Net assets/(liabilities)
  
6,199,860
(5,645,372)


Issued capital and reserves attributable to owners of the parent
 19 

Share capital
  
231
303,114

Share premium reserve
  
32,563,517
5,999,974

Other reserve
  
7,383,734
7,383,734

Share-based payment reserve
  
54,139
-

Retained earnings
  
(33,801,761)
(19,332,194)

TOTAL EQUITY
  
6,199,860
(5,645,372)

The Company's loss for the year was £14,469,567 (2023 - £4,711,863).

The financial statements on pages 6 to 33 were approved and authorised for issue by the board of Directors and were signed on its behalf by:

J W Ford
Director
Date: 2 May 2025

The notes on pages 17 to 33 form part of these financial statements.

Page 9
 


 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED


 

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



Share capital
Share premium
Foreign translation reserve
Merger Reserve
Other reserve
Share-based payment reserve
Retained earnings
Total attributable to equity holders of parent
Total equity


£
£
£
£

£
£
£
£
£

At 1 January 2024
303,114
5,999,974
-
22,976,293
7,383,734
-
(40,824,807)
(4,161,692)
(4,161,692)

Loss for the year
-
-
-
-
-
-
(6,841,737)
(6,841,737)
(6,841,737)

Total comprehensive income for the year
-
-
-
-
-
-
(6,841,737)
(6,841,737)
(6,841,737)

Shares issued
135
26,260,525
-
-
-
-
-
26,260,660
26,260,660

Transfer to/from retained earnings
-
-
-
-
-
-
-
-
-

Foreign Exchange
-
-
(1,387)
-
-
-
-
(1,387)
(1,387)

Equity movement on convertible loan notes
(303,018)
303,018
-
-
-
-
-
-
-

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

Total contributions by and distributions to owners
(302,883)
26,563,543
(1,387)
-
-
54,139
-
26,313,412
26,313,412

At 31 December 2024
231
32,563,517
(1,387)
22,976,293
7,383,734
54,139
(47,666,544)
15,309,983
15,309,983

The notes on pages 17 to 33 form part of these financial statements.

Page 10

 


 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED


 

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



Share capital
Share premium
Foreign translation reserve
Merger reserve
Other reserve
Share-based payment reserve (restated)
Retained earnings (restated)
Total attributable to equity holders of parent (restated)
Total equity (restated)


£
£
£
£
£
£
£
£
£

At 1 January 2023 (as previously stated)
284,778
5,999,974
(10,037)
22,976,293
7,383,734
132,041
(36,597,107)
169,676
169,676

Prior year adjustment
-
-
-
-
-
(132,041)
132,041
-
-

At 1 January 2023 (as restated)
284,778
5,999,974
(10,037)
22,976,293
7,383,734
-
(36,465,066)
169,676
169,676

Loss for the year
-
-
-
-
-
-
(4,349,706)
(4,349,706)
(4,349,706)

Total comprehensive income for the year
-
-
-
-
-
-
(4,349,706)
(4,349,706)
(4,349,706)

Issue of share capital
18,336
-
-
-
-
-
-
18,336
18,336

Transfers between other reserves
-
-
10,037
-
-
-
(10,037)
-
-

Total contributions by and distributions to owners
18,336
-
10,037
-
-
-
(10,037)
18,336
18,336

At 31 December 2023
303,114
5,999,974
-
22,976,293
7,383,734
-
(40,824,809)
(4,161,694)
(4,161,694)

The notes on pages 17 to 33 form part of these financial statements.

Page 11
 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED


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



Share capital
Share premium
Other reserve
Share-based payment reserve
Retained earnings
Total equity


£
£

£
£
£
£

At 1 January 2024
303,114
5,999,974
7,383,734
-
(19,332,194)
(5,645,372)

Loss for the year
-
-
-
-
(14,469,567)
(14,469,567)

Total comprehensive income for the year
-
-
-
-
(14,469,567)
(14,469,567)

Issue of share capital
135
26,260,525
-
-
-
26,260,660

Equity movement on convertible loan notes
(303,018)
303,018
-
-
-
-

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

Total contributions by and distributions to owners
(302,883)
26,563,543
-
54,139
-
26,314,799

At 31 December 2024
231
32,563,517
7,383,734
54,139
(33,801,761)
6,199,860

The notes on pages 17 to 33 form part of these financial statements.



Share capital
Share premium
Other reserve
Retained earnings
Total equity


£
£
£
£
£

A 1 January 2023
284,778
5,999,974
7,383,734
(14,620,331)
(951,845)

Loss for the period
-
-
-
(4,711,863)
(4,711,863)

Total comprehensive income for the year
-
-
-
(4,711,863)
(4,711,863)

Issue of share capital
18,336
-
-
-
18,336

Total contributions by and distributions to owners
18,336
-
-
-
18,336

At 31 December 2023
303,114
5,999,974
7,383,734
(19,332,194)
(5,645,372)

The notes on pages 17 to 33 form part of these financial statements.

Page 12

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED


 
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023
Note
£
£

Cash flows from operating activities
  

Loss for the year
  
(6,841,737)
(4,349,706)

Adjustments for
  

Depreciation of property, plant and equipment
 11 
75,425
4,510

Finance income
 8 
(594,289)
(21,972)

Finance expense
 8 
(67,787)
467,356

Share-based payment expense
 22 
54,139
-

Other tax movement on convertible loan notes
  
-
(7,293)

Income tax expense
 10 
(1,509,690)
(803,709)

  
(8,883,939)
(4,710,814)

Movements in working capital:
  

Increase in trade and other receivables
  
(1,448,653)
(530,270)

(Decrease)/increase in trade and other payables
  
(6,352,291)
1,159,080

Cash generated from operations
  
(16,684,883)
(4,082,004)

  

Income taxes paid
  
736,079
961,089

Net cash used in operating activities

  
(15,948,804)
(3,120,915)

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
  
594,289
21,972

Net cash from investing activities

  
577,983
5,260
Page 13

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED


 
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024









2024
2023




£
£



Cash flows from financing activities
  

Proceeds from share Issue
  
26,260,525
-

Issue of convertible debt
  
-
750,000

Interest paid
  
67,787
(1,109)

Rentals paid on IFRS 16 leases
 8 
(66,382)
-

Net cash from financing activities
  
26,261,930
748,891

Net increase/(decrease) in cash and cash equivalents
  
10,891,109
(2,366,764)

  

Cash and cash equivalents at the beginning of year
  
2,241,467
4,608,231

Cash and cash equivalents at the end of the year
 26 
13,132,576
2,241,467

The notes on pages 17 to 33 form part of these financial statements.

Page 14

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED


 
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023
Note
£
£

Cash flows from operating activities
  

Loss for the year
  
(14,469,567)
(4,711,863)

Adjustments for
  

Finance expense
 8 
62,425
466,247

Finance income
  
(409,991)
-

Tax credit
  
(10,652)
(47,181)

Share-based payment expense
 22 
54,139
-

Net foreign exchange gain
  
-
(7,293)

  
(14,773,646)
(4,300,090)

Movements in working capital:
  

Increase in trade and other receivables
  
(17)
(72)

(Decrease)/increase in trade and other payables
  
(6,348,957)
1,893

Cash generated from operations
  
(21,122,620)
(4,298,269)

  

Net cash used in operating activities

  
(21,122,620)
(4,298,269)

Cash flows from investing activities
  

Interest received
  
409,991
-

Net cash from investing activities

  
409,991
-

Cash flows from financing activities
  

Proceeds from share issue
  
26,260,525
-

Issue of convertible debt
  
-
750,000

Interest paid
  
(62,425)
-

Net cash from financing activities
  
26,198,100
750,000

Net increase/(decrease) in cash and cash equivalents

  
5,485,471
(3,548,269)

  

Cash and cash equivalents at the beginning of year
  
731,303
4,279,572

Cash and cash equivalents at the end of the year
 26 
6,216,774
731,303

The notes on pages 17 to 33 form part of these financial statements.

Page 15

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

1.


Reporting entity

Enterprise Therapeutics Holdings Limited (the 'Company') is a limited company incorporated in England and Wales. The Company's registered office is at Sussex Innovation Centre, Science Park Square, Falmer, Brighton, BN1 9SB. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group's principal activity is that of a drug discovery company dedicated to research and development of novel therapies for the treatment of respiratory diseases. 


2.


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 group reconstruction effected in 2021 has been accounted for using merger accounting principles, in order to meet the overriding requirement under section 404(5) of the Companies Act 2006 for financial statements to present a true and fair view. The transaction is outside of the scope of IFRS 3. In 2021 Enterprise Therapeutics Limited was acquired by a share for share exchange, with all the former ordinary shareholders of Enterprise Therapeutics Limited having the same proportionate interest in the new holding company as they had previously held in Enterprise Therapeutics Holdings Limited. The Directors consider that it is not practicable to quantify the effect of this departure from the Companies Act 2006 requirements. 
Details of the Group's accounting policies, including changes during the year, are included in note 5.
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.
In preparing these financial statements, management has made judgements, estimates and assumptions
that affect the application of the Group accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgements and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 6
2.1 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.
 
Page 16

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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


3.


Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will continue in operations for the foreseeable future. In January 2024 there was a large fundraise which brought in circa £20m. The directors, therefore, believe it is appropriate to adopt the going concern basis of accounting.


4.


Functional and presentation currency

These consolidated financial statements are presented in pound Sterling, which is the Group's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.


5.Accounting policies

 
5.1

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Page 17

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

5.Accounting policies (continued)


5.1
Basis of consolidation (continued)


Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
The adoption of merger accounting presents Enterprise Therapeutics Holdings Limited as if it had always been the parent undertaking of the Group.

 
5.2

Financial instruments

Financial assets and financial liabilities are recognised when the Group 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.

  
5.3

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 Group 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 consolidated Statement of Comprehensive Income within administrative expenses.


5.4

Trade payables

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


5.5

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.

Page 18

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

5.Accounting policies (continued)


5.6

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.


5.7

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 consolidated 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 uncertanties inherent in the development of the Group'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 Group. The Group does not currently have any such internal development costs that qualify for capitalisation as intangible assets.


5.8

Foreign currencies

The financial statements are presented in pounds sterling, which is the Group'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 consolidated Statement of Comprehensive Income within administrative expenses.


5.9

Pension contributions

Contributions to defined contribution pension schemes are charged to the consolidated Statement of Comprehensive Income in the year to which they relate.


5.10

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.


5.11

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 consolidated 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 Group.
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


Page 19

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

5.Accounting policies (continued)


5.12

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
5.13

Convertible loan notes

The proceeds received on issue of the Group's convertible loan notes are allocated into their liability and equity components. The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. Subsequently, the debt component is accounted for as a financial liability measured at amortised cost until extinguished on conversion or maturity of the loan notes. The remainder of the proceeds is allocated to the conversion option and is recognisedwithin shareholders' equity, net of income tax effects.

6.


Accounting estimates and judgements

6.1 Judgements

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 planing strategies. At the year-end, the Directors have not recognised a deferred tax asset in respect of taxable losses due to the current uncertainty on future taxable profits.

Property, plant and equipment

Management provide for depreciation on property, plant and equipment over the assets' useful lives after taking their residual values into account. The residual value is estimated on the basis of amounts expected to be received on disposal of the asset after deducting the estimated costs of disposal. Management assess the useful lives of assets based on past experience with similar assets.

Doubtful debt provision on intercompany receivables

As the Company,  Enterprise Therapeutics Holdings Ltd, is the entity receiving investment by way of the issue of equity or loan notes, the operating subsidiary company, Enterprise Therapeutics Ltd, receives its funding by way of an intercompany loan. At the period end the intercompany loan with Enterprise Therapeutics Ltd was £22,000,000.  Whilst the Directors remain optimistic for the continued success of the subsidiary company’s research and development activities, there remains inherent uncertainty relating to the success of the research and development. Therefore, the Directors have recognised a provision
Page 20

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

6.Accounting estimates and judgements (continued)


6.1 Judgements (continued)

against the value of the loan of £22,000,000 in full at 31 December 2024.

Convertible loan notes

The classification of convertible loan notes in accordance with IAS 32 requires management to make judgements over the occurrence or non-occurrence of future contractual events that will impact the presentation of the loan notes. Management have accounted for the loan notes in issue as containing a compound hybrid feature and have, therefore, recognised an amount in equity equal to the the difference between the fair value of the compound instrument and the fair value of the liability component. The determination of fair value of the compound instrument requires Management to make estimates in respect of interest rates that have a significant impact on the accounting.


Research and development expenditure

Expenditure on research and development is considered by the Directors in each reporting period for whether it qualifies as research or development in accordance with IAS 38. The Directors consider 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 Directors for whether R&D costs qualify as development expenditure that should be capitalised as an intangible asset.

Page 21

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

7.


Employee benefit expenses

Group


2024
2023
£
£

Employee benefit expenses (including Directors) comprise:

Wages and salaries
1,771,833
1,507,638

National insurance
176,381
165,648

Defined contribution pension cost
102,609
152,704

2,050,823
1,825,990

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company are considered key management personnel. Total remuneration in respect of these individuals is as follows:


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 Directors, employed by the Group during the year was as follows:


2024
2023
No.
No.

Administrative staff
2
3

Scientific staff
7
7

Directors
9
7

18
17

Page 22

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

8.


Finance income and expense

Recognised in profit or loss


2024
2023
£
£
Finance income


Bank interest receivable
594,289
21,972

Finance expense

Bank interest payable
62,433
1,109

Other loan interest payable
-
466,247

IFRS 16 Interest
5,354
-


Net finance income/(expense) recognised in profit or loss
526,502
(445,384)






9.


Loss before income tax

The loss before income tax is stated after charging:


2024
2023
£
£


Depreciation
7,909
4,510

Depreciation - Right of use asset
67,518
-

Foreign exchange losses
25,092
3,410

Auditor's remuneration for audit and non-audit services
32,700
29,200

Page 23

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

10.


Tax expense

10.1 Income tax recognised in profit or loss



2024
2023
£
£

Current tax

Current tax on profits for the year
(1,509,690)
(803,709)

Total current tax
(1,509,690)
(803,709)


Deferred tax expense


Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
(1,509,690)
(803,709)

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
(6,841,737)
(4,349,706)

Income tax credit/expense (including income tax on associate, joint venture and discontinued operations)
(1,509,690)
(803,709)

Loss before income taxes
(8,351,427)
(5,153,415)


Tax using the Company's domestic tax rate of 25%
(2,081,603)
(1,212,083)

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

Expenses not deductible for tax purposes
(30,685)
5,456

Surrender of tax losses for R&D tax credit refund
1,098,247
470,640

Remeasurement of deferred tax for changes in tax rates
-
(99,133)

Movement in deferred tax not recognised
713,379
628,378

Total tax expense
(1,509,690)
(803,709)

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 24

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

11.


Property, plant and equipment


Group





Lab and office equipment
Other property, plant and equipment
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


Lab and office equipment
Other property, plant and equipment
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

The Company does not hold any property, plant and equipment.

Page 25

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

12.


Intangible assets

Group





Patents

£



Cost



Additions
4,905



At 31 December 2024
4,905


Patents

£



Accumulated amortisation and impairment



Charge for the year
981


At 31 December 2024
981



Net book value


At 31 December 2024
3,924


13.


Subsidiaries

Details of the Group's material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary

Principal activity
Place of incorporation and operation
Proportion of ownership interest and voting power held by the Group (%)



2024
2023








1Enterprise Therapeutics Limited

Research and development of novel therapies for the treatment of respiratory diseases.

Sussex Innovation Centre, Science Park Square, Falmer, Brighton, BN1 9SB
 
100

100

2Enterprise Therapeutics Srl

The principal activity is that of a drug discovery company dedicated to research and development of novel therapies for the treatment of respiratory diseases.

Milan (MI) Via Alberico Albricci 8 Cap 20122
 
100

100


Page 26

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

14.


Trade and other receivables



Group

2024
2023
£
£


Prepayments and accrued income
1,818,895
509,146

Tax recoverable
1,516,627
756,527

Other receivables
321,080
182,176

Total trade and other receivables

3,656,602
1,447,849

Trade receivables and other receivables represent amounts held at amortised cost.


Company

2024
2023
£
£


Prepayments and accrued income
75
75

Other receivables
89
72

Total trade and other receivables

164
147

No receivables are held at amortised cost.

Page 27

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

15.


Trade and other payables



Group

2024
2023
£
£


Trade payables
728,095
957,609

Other payables
20,215
14,133

Accruals
673,784
477,218

Other payables - tax and social security payments
71,257
51,191

Letters of credit
81,510
-

Total current trade and other payables
1,574,861
1,500,151

Trade payables, accruals and other payables (excluding tax and social security payments) represent amounts held at amortised cost. All amounts are payable within 6 months of the reporting date.


Company

2024
2023
£
£


Current

Accruals
17,078
17,640

Total current trade and other payables
17,078
17,640

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.
Amounts owed to group undertakings and accruals and other payables represent amounts held at amortised cost. All amounts are payable within 6 months of the reporting date.

Page 28

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

16.


Share Capital

2024
2023
£
£



2,418,407 (2023: 2,491,963) Ordinary B shares of £0.000005 each
12
12

4,620,016 (2023: 4,620,016) Series A2 Preferred shares of £0.000005 each
23
23

12,235,981 (2023: 12,235,981) Series B2 Preferred shares of £0.000005 each
61
61

19,519,051 (2023: Nil) Series B1 Preferred shares of £0.000005 each
98
-

7,360,961 (2023: Nil) Series B2 Preferred shares of £0.000005 each
37
-

Equity in respect of convertible loan notes
-
303,018

231
303,114




17.


Loans and borrowings

Group and Company


2024
2023
£
£




Convertible loan notes

-
(6,348,530)


On 9 March 2022, the Group authorised the subscription of £6,000,000 of convertible loan notes and issued £5,250,000 to subscribers on this date. The remaining £750,000 of convertible loan notes were issued on 19 July 2023.
The loan notes are interest bearing at a rate of 4% per annum up to the point the loan notes become redeemable or convertible. The loan notes were redeemed or converted on 26 January 2024.
Management accounted for the loan notes in issue at 31 December 2023 as containing a compound hybrid feature and have, therefore, recognised an amount in equity equal to the difference between the fair value of the compound instrument and the fair value of the liability component. 
The fair value of the items classified as loans and borrowings is disclosed above and is classified as Level 3 in the fair value hierarchy.


18.


Deferred tax

2024
2023
£
£



At 1 January
(10,652)
(55,689)

Deferred tax - charge to profit or loss
10,652
45,037

At 31 December
-
(10,652)

Page 29

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

19.


Reserves


Share premium

The share premium reserve represents amounts received in excess of the nominal value of shares issued.

Foreign exchange reserve

The foreign exchange reserve represents amounts in respect of translation of foreign subsidiaries on consolidation.

Merger Reserve

The Merger reserve represents the difference between the nominal value of the shares issued and the nominal value of the shares received in exchange in a business combination effected via a share for share exchange and accounted for using the merger accounting method.  

Other reserves

The other reserve represents the difference between the nominal value of the shares issued and the nominal value of the shares received in exchange in a business combination effected via a share for share exchange and accounted for using the merger accounting method.  

Retained earnings

Retained earnings include all current and prior period profits and losses.

Share-based payment reserve

The share-based payment reserve represents amounts charged across the group in relation to options over restricted stock units in the Company. 

Page 30

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

20.


Financial instruments - risk management

In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. The Group’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 at amortised cost.  
Exposure to credit, liquidity, currency and interest rate risks arise in the normal course of the Group’s business. The Group does not enter into derivative financial instruments.
Credit risk
The Group’s credit risk is primarily attributable to its credit sales. The Group does not consider the effect of expected credit losses to be material.
Liquidity risk
The Group 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 Group as at 31 December 2024 and the maturity profile of the carrying value of the Group’s financial liabilities are shown in notes 16 and 18. All financial liabilities will be settled within six months unless stated in notes 16 and 18. The Group’s policy is to ensure that it has sufficient cash to allow it to meet its liabilities. This risk is monitored by the Directors via forecast cash flows and annual budgets.
Currency risk
The Group is exposed to translation and transaction foreign exchange risk arising because the Group has operations in more than one country. As such, the Group’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 Group enters into transactions denominated in a currency other than their functional currency. Movements in exchange rates also affect the value of the Group’s foreign currency cash balances in the UK. Exchange rate movements during the year resulted in a charge of £25,092 (2023: credit of £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 Group's net loss. The Directors do not consider the risk to be material to the financial statements as the interest on the Group's loan notes are fixed.

Page 31

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

21.


Leases


Group




(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 Group has not recognised a lease under IFRS 16 due to the lease being a short term lease. 


22.


Share based payments


22.1. Employee share option plan of the Group


Movements in share options during the year

The Group has a share-based payment plan. Options are granted at the discretion of the Directors under this plan, and as of 31st December 2024, 3,520,594 options over ordinary shares in the Company 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
0.12
145,110

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 32

 
ENTERPRISE THERAPEUTICS HOLDINGS LIMITED
 

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

23.


Prior year adjustment

During the year a prior year adjustment was made within Enterprise Therapeutics Inc as the directors consider that it is appropriate to restate the brought forward share based payment reserve, as they became aware that at the prior year end this was incorrect. The impact of this adjustment is to reduce the prior year share based payment reserve and increase retained earnings by £132,041


24.


Related party transactions

At 31 December 2024, the Company was owed £22,000,000 (2023: £7,250,000) by other group companies. As the Company, Enterprise Therapeutics Holdings Ltd, is the entity receiving investment by way of the issue of equity or loan notes, the operating subsidiary company, Enterprise Therapeutics Ltd, receives its funding by way of an intercompany loan. At the period end the intercompany loan with Enterprise Therapeutics Ltd was £22,000,000.  Whilst the Directors remain optimistic for the continued success of the subsidiary company’s research and development activities, there remains inherent uncertainty relating to the success of the research and development. Therefore, the Directors have recognised a provision against the value of the loan of £22,000,000 in full at 31 December 2024.


25.


Controlling party

In the opinion of the Directors, there is no single ultimate controlling party.


26.

Notes supporting statement of cash flows

Group


2024
2023
£
£


Cash at bank available on demand
7,009,238
2,241,408

Short-term deposits
6,123,279
-

Cash on hand
59
59

Cash and cash equivalents in the statement of financial position

13,132,576
2,241,467


Cash and cash equivalents in the statement of cash flows
13,132,576
2,241,467

Company


2024
2023
£
£


Cash at bank available on demand
6,216,774
731,303

Cash and cash equivalents in the statement of financial position

6,216,774
731,303


Cash and cash equivalents in the statement of cash flows
6,216,774
731,303

Page 33