Company registration number 09307415 (England and Wales)
DUCENTIS BIOTHERAPEUTICS LTD.
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
DUCENTIS BIOTHERAPEUTICS LTD.
COMPANY INFORMATION
Directors
Mr P Burnett
Mr M Matsuda
L Vairavan
(Appointed 13 June 2025)
Company number
09307415
Registered office
Suite 2 First Floor
10 Temple Back
Bristol
BS1 6FL
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
DUCENTIS BIOTHERAPEUTICS LTD.
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
DUCENTIS BIOTHERAPEUTICS LTD.
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors
4
-
0
106,708
Cash at bank and in hand
-
0
4,017
-
0
110,725
Creditors: amounts falling due within one year
5
(7,912,036)
(3,321,201)
Net current liabilities
(7,912,036)
(3,210,476)
Capital and reserves
Called up share capital
6
975
975
Share premium account
9,252,080
6,114,317
Capital contribution reserve
7
757,032
757,032
Profit and loss reserves
(17,922,123)
(10,082,800)
Total equity
(7,912,036)
(3,210,476)

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

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

The financial statements were approved by the board of directors and authorised for issue on 25 June 2025 and are signed on its behalf by:
L  Vairavan
Director
Company registration number 09307415 (England and Wales)
DUCENTIS BIOTHERAPEUTICS LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 November 2022
975
6,114,317
757,032
(6,867,716)
4,608
Period ended 31 December 2023:
Loss for the period
-
-
-
(3,215,084)
(3,215,084)
Balance at 31 December 2023
975
6,114,317
757,032
(10,082,800)
(3,210,476)
Period ended 31 December 2024:
Loss for the year
-
-
-
(7,839,323)
(7,839,323)
Issue of share capital
6
-
0
3,137,763
-
-
3,137,763
Balance at 31 December 2024
975
9,252,080
757,032
(17,922,123)
(7,912,036)
DUCENTIS BIOTHERAPEUTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Ducentis BioTherapeutics Ltd. is a private company limited by shares incorporated in England and Wales. The registered office is Suite 2 First Floor, 10 Temple Back, Bristol, BS1 6FL.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, based on the financial support from its parent company, Arcutis Biotherapeutics Inc. The parent company has provided confirmation of its intention to provide financial support to the company, ensuring that it can meet its obligations as they fall due for a period of at least 12 months from the approval of these financial statements.

 

The directors have also reviewed the company’s budgets, which indicate that, with the support of the parent company, the company will have sufficient resources to continue its operations and meet its liabilities as they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Reporting period

The reporting period of these financial statements is for the 12 month period from 1st January 2023 to 31st December 2024. The comparative amounts for the previous period are presented from a period that was 14 months due to a change in the year end to align with the parent company so the amounts presented in the financial statements are not entirely comparable.

1.4
Research and development expenditure

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

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

DUCENTIS BIOTHERAPEUTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.6
Financial instruments

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

 

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

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

1.7
Equity instruments

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

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

DUCENTIS BIOTHERAPEUTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.9
Employee benefits

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

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2024
2023
Number
Number
Total
3
2
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
-
0
106,708
DUCENTIS BIOTHERAPEUTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
5
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
-
0
872
Taxation and social security
-
0
82,613
Intercompany loan
7,912,036
3,237,716
7,912,036
3,321,201

SLR Investment Corp. (as collateral agent for the secured parties) holds security by way of fixed and floating charge covering all property and/or undertakings of the company. This was created on 14 March 2023. A further charge on the same terms was created on 9 August 2024.

 

Both of the above charges are in relation to debt finance obtained by the parent company.

6
Called up share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
5,792,837 (2023: 5,792,836) Ordinary Shares of 0.0001p each
580
580
3,949,997 (2023: 3,949,997) Ordinary A Shares of 0.0001p each
395
395
975
975

During the year, the company issued 1 ordinary share of £0.0001 at a price of £3,137,763. The excess over nominal value of £3,137,763 was transferred to the share premium account. The consideration for this share issue was the conversion of an intercompany loan from the parent company.

7
Capital contribution reserve
2024
2023
£
£
At the beginning and end of the year
757,032
757,032

During a previous financial year, the shareholders made a capital contribution of £757,032 to the company. This contribution was made without the issue of new shares. The contribution has been recognised in equity under the Capital contribution reserve.

8
Audit report information

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

The auditor's report was unqualified.

DUCENTIS BIOTHERAPEUTICS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Audit report information
(Continued)
- 7 -
Senior Statutory Auditor:
Malik Nayyer Salim
Statutory Auditor:
Shaw Gibbs (Audit) Limited
Date of audit report:
25 June 2025
9
Related party transactions

As a wholly owned subsidiary undertaking of Arcutis Biotherapeutics Inc., the company has taken advantage of the exemption in FRS 102 Section 33.1A and has not disclosed transactions and outstanding balances with Arcutis Biotherapeutics Inc.

 

 

 

 

 

10
Parent company

The ultimate controlling party is Arcutis Biotherapeutics, Inc., a company registered in Delaware, US with the address of 3027 Townsgate Road, Suite 300. Westlake Village, CA 91361.

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