Company registration number 08809922 (England and Wales)
ABACUS MEDICINE PHARMA SERVICES LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ABACUS MEDICINE PHARMA SERVICES LTD
COMPANY INFORMATION
Directors
Mr F Wagner
(Appointed 1 April 2024)
Mrs M Hamilton
(Appointed 1 May 2024)
Company number
08809922
Registered office
Abbey House
282 Farnborough Road
Farnborough
GU14 7NA
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
ABACUS MEDICINE PHARMA SERVICES LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
ABACUS MEDICINE PHARMA SERVICES LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
In the past financial year, Abacus Medicine Pharma Services Ltd has experienced a decline in sales compared to previous years. Simultaneously, the company has undergone a strategic transformation and transitioned to a cost-plus business model. This was part of a strategic initiative to ensure future growth and stability.
As part of this transition certain commercial risks related to the Clinical Trial Services (CTS) business are transferred from the company to Abacus Medicine A/S within the group which implies a transfer of activity or on-going concern which includes decision-making functions and commercial risk.
Going forward Abacus Medicine Pharma Services Ltd. Shall act as a service organisation still within the CTS business area.
Principal risks and uncertainties
Cash flow
The company maintains a stable cash position, supported by predictable service-related income and limited operational outflows. Given the low activity level, cash flow volatility is minimal.
Credit
Credit risk is considered low due to the limited number of counterparties and the nature of service-based transactions.
Liquidity
Liquidity remains strong, with sufficient reserves to meet foreseeable obligations. The company’s simplified cost structure and low capital intensity reduce the need for external financing.
Inflation
While inflationary pressures are present in the broader economy, their impact on the company is limited due to the low volume of input costs and the ability to adjust service pricing periodically if necessary.
Supply chain
As a service organization, the company is not materially exposed to traditional supply chain disruptions. Dependencies are primarily digital or contractual in nature and are managed through service-level agreements.
Foreign currency
Foreign currency exposure is minimal. Transactions are predominantly conducted in the company’s functional currency, and any incidental exposure is not expected to have a material impact on financial performance.
Development and performance
Given the entity’s limited commercial activity, financial performance remained modest, with minimal fluctuations in revenue and cost levels. The change to a service organisation has resulted in a simplified operating model, reduced exposure to inventory and supply chain risks, and a more predictable cost base.
Operational focus during the year was primarily on supporting group functions, and ensuring continuity of service delivery. The company continues to monitor its performance against internal benchmarks, with an emphasis on efficiency, cost control, and alignment with group-wide service expectations.
Key performance indicators
Revenue remained modest and stable, reflecting the company’s limited commercial exposure and internal service focus.
Cost Efficiency is monitored through internal observation to ensure that service delivery remains lean and proportionate to the company’s scale.
ABACUS MEDICINE PHARMA SERVICES LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Mr F Wagner
Director
1 July 2025
ABACUS MEDICINE PHARMA SERVICES LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
Abacus Medicine Pharma Services Ltd provides tailored commercialisation solutions for rare disease medicines in European markets. During the current year Abacus Medicine Pharma Services Ltd restructured their business shifting from full pharmaceutical sales position to the maintenance of existing customers/contracts and receiving management charges from other group companies.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr S Estcourt
(Resigned 31 March 2024)
Mr F Wagner
(Appointed 1 April 2024)
Mrs M Hamilton
(Appointed 1 May 2024)
Auditor
UHY Hacker Young have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are 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 these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are 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. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
ABACUS MEDICINE PHARMA SERVICES LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Going concern
The directors have adopted the going concern basis in preparing the accounts, not withstanding net liabilities of £31,326 (2023: £7,759,528) following a profit for the year of £7,711,883 (2023: £1,490,326 loss). However the profit in the year is due to an exceptional gain on the sale of intellectual property totalling £7,829,009 to a group company, see note 4. It should be noted that of the £7,439,047 (2023: £13,552,401) creditor balance at the year end, £4,360,512 (2023: £12,048,670) is due to group undertakings, £4,346,460 (2023: £12,016,277) due to the parent company, therefore the company is reliant on the continued support of its immediate parent company. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. The intermediate parent company, Abacus Medicine A/S, has confirmed that it will provide such financial support as is required to enable the company to meet its obligations as they fall due, for at least the next twelve months from the date of approval of these financial statements and thereafter for the foreseeable future.
The directors are satisfied that the company has sufficient resources to continue in operation, on the basis of continued support, for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly they continue to adapt the going concern basis in preparing the financial statements.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr F Wagner
Director
1 July 2025
ABACUS MEDICINE PHARMA SERVICES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ABACUS MEDICINE PHARMA SERVICES LTD
- 5 -
Opinion
We have audited the financial statements of Abacus Medicine Pharma Services Ltd (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
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 profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 UK, including the FRC’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.
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 directors with respect to going concern are described in the relevant sections of this report.
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 report. Our 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
ABACUS MEDICINE PHARMA SERVICES LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ABACUS MEDICINE PHARMA SERVICES LTD
- 6 -
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 strategic 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, 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 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, 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 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 company or to cease operations, or have no realistic alternative but to do so.
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
ABACUS MEDICINE PHARMA SERVICES LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ABACUS MEDICINE PHARMA SERVICES LTD
- 7 -
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Mr John Griffiths (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
1 July 2025
Chartered Accountants
Statutory Auditor
Newport
Gwent
United Kingdom
ABACUS MEDICINE PHARMA SERVICES LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
20,444,641
30,544,908
Cost of sales
(16,687,215)
(27,667,156)
Gross profit
3,757,426
2,877,752
Administrative expenses
(3,131,751)
(4,634,263)
Other operating income
108,181
1,014,553
Gain on sale of intellectual property
4
7,829,009
Operating profit/(loss)
5
8,562,865
(741,958)
Interest receivable and similar income
8
616,624
78,249
Interest payable and similar expenses
9
(1,076,767)
(826,617)
Profit/(loss) before taxation
8,102,722
(1,490,326)
Tax on profit/(loss)
10
(390,839)
Profit/(loss) for the financial year
7,711,883
(1,490,326)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
ABACUS MEDICINE PHARMA SERVICES LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£
£
Profit/(loss) for the year
7,711,883
(1,490,326)
Other comprehensive income
-
-
Total comprehensive income for the year
7,711,883
(1,490,326)
ABACUS MEDICINE PHARMA SERVICES LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
Current assets
Stocks
12
1,640,487
1,415,272
Debtors
13
781,971
1,178,148
Cash at bank and in hand
14
4,985,263
3,199,453
7,407,721
5,792,873
Creditors: amounts falling due within one year
15
(7,439,047)
(13,552,401)
Net current liabilities
(31,326)
(7,759,528)
Capital and reserves
Called up share capital
17
1
1
Profit and loss reserves
(31,327)
(7,759,529)
Total equity
(31,326)
(7,759,528)
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 1 July 2025 and are signed on its behalf by:
Mr F Wagner
Director
Company registration number 08809922 (England and Wales)
ABACUS MEDICINE PHARMA SERVICES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Notes
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
1
(6,280,621)
(6,280,620)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(1,490,326)
(1,490,326)
Capital contribution
19
-
11,418
11,418
Balance at 31 December 2023
1
(7,759,529)
(7,759,528)
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
7,711,883
7,711,883
Capital contribution
19
-
16,319
16,319
Balance at 31 December 2024
1
(31,327)
(31,326)
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Abacus Medicine Pharma Services Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Abbey House, 282 Farnborough Road, Farnborough, GU14 7NA.
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.
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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements FTW Holding ApS. These consolidated financial statements are available from its registered office, Kalvebod Brygge 35, Copenhagen, Denmark.
1.2
Going concern
The directortrues have adopted the going concern basis in preparing the accounts, not withstanding net liabilities of £31,326 (2023: £7,759,528) following a profit for the year of £7,711,883 (2023: £1,490,326 loss). However the profit in the year is due to an exceptional gain on the sale of intellectual property totalling £7,829,009 to a group company see note 4. It should be noted that of the £7,439,047 (2023: £13,552,401) creditor balance at the year end, £4,360,512 (2023: £12,048,670) is due to group undertakings, £4,346,460 (2023: £12,016,277) due to the parent company, therefore the company is reliant on the continued support of its immediate parent company. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. The intermediate parent company, Abacus Medicine A/S, has confirmed that it will provide such financial support as is required to enable the company to meet its obligations as they fall due, for at least the next twelve months from the date of approval of these financial statements and thereafter for the foreseeable future.
The directors are satisfied that the company has sufficient resources to continue in operation, on the basis of continued support, for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly they continue to adapt the going concern basis in preparing the financial statements.
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
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.
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.7
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.
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
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.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.10
Share-based payments
Eligible employees may receive part of their remuneration for services provided to the company in the form of a share-based payment transaction by which they receive rights over shares in the intermediate parent company, Abacus Medicine A/S by means of an equity settled transaction.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
In the case of options granted, fair value is measured by a Black-Scholes pricing model.
1.11
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.12
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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Deferred tax
The company has approximately £3,031,178 (2023: £9,594,532) of tax losses carried forward. A deferred tax asset has not been recognised in the financial statements because there is currently insufficient certainty on the reversal of the asset.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
17,254,959
30,544,908
Management fees received
3,189,682
-
20,444,641
30,544,908
2024
2023
£
£
Turnover analysed by geographical market
UK
2,501,599
2,335,230
Europe
5,433,197
10,869,329
Rest of the World
12,509,845
17,340,349
20,444,641
30,544,908
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 17 -
2024
2023
£
£
Other revenue
Interest income
616,624
78,249
4
Exceptional item
2024
2023
£
£
Expenditure
Gain on sale of intellectual property
(7,829,009)
-
During the year Abacus Medicine Pharma Services Ltd sold intellectual property to another group company (Abacus Medicine A/S), the following intellectual property was included within the sale:
The company remains within the business area but as a service entity to the group company Abacus Medicine A/S which have taken over the commercialisation and risks and value chain.
5
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging:
£
£
Exchange losses
333,482
72,061
Fees payable to the company's auditor for the audit of the company's financial statements
12,875
13,597
Share-based payments
16,691
11,414
Operating lease charges
83,588
83,530
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Management
2
3
Admin
3
3
Operations
18
16
Total
23
22
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 18 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
1,811,869
2,780,016
Social security costs
294,273
278,209
Pension costs
121,752
111,481
2,227,894
3,169,706
Some of the operations of the business are managed by Abacus Medicine A/S; the company is recharged for these services.
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
174,992
200,549
Company pension contributions to defined contribution schemes
12,057
14,988
187,049
215,537
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
n/a
200,549
Company pension contributions to defined contribution schemes
n/a
14,988
As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
13,571
10,886
Interest receivable from group companies
603,053
67,363
Total income
616,624
78,249
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
9
Interest payable and similar expenses
2024
2023
£
£
Interest on invoice finance arrangements
245,041
209,895
Interest payable to group undertakings
830,648
616,601
Other interest on financial liabilities
1,078
121
1,076,767
826,617
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
390,839
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit/(loss) before taxation
8,102,722
(1,490,326)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
2,025,681
(350,533)
Tax effect of expenses that are not deductible in determining taxable profit
5,997
3,998
Tax effect of utilisation of tax losses not previously recognised
(1,640,839)
(18,376)
Unutilised tax losses carried forward
364,911
Taxation charge for the year
390,839
-
Abacus Medicine Pharma Services Ltd have tax losses carried forward of £3,031,178 (2023: £9,594,532).
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
11
Tangible fixed assets
Fixtures, fittings & equipment
£
Cost
At 1 January 2024 and 31 December 2024
1,919
Depreciation and impairment
At 1 January 2024 and 31 December 2024
1,919
Carrying amount
At 31 December 2024
At 31 December 2023
12
Stocks
2024
2023
£
£
Finished goods and goods for resale
1,640,487
1,415,272
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
60,552
46,419
Amounts owed by group undertakings
609,572
750,841
Other debtors
44,831
92,832
Prepayments and accrued income
67,016
288,056
781,971
1,178,148
14
Cash at bank and in hand
Included within cash at bank and in hand is an amount of £4,557,006 (2023: £3,199,453) where the company has entered into a cash pooling arrangement with it ultimate parent company.
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
15
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
1,971,674
696,850
Amounts owed to group undertakings
4,360,512
12,048,670
Corporation tax
390,839
Other taxation and social security
107,358
64,890
Other creditors
148,464
33,799
Accruals and deferred income
460,200
708,192
7,439,047
13,552,401
Included within amounts owed to group undertakings is a loan due to the parent company Abacus Medicine Pharma Services ApS totalling £4,346,460 as at 31 December 2024 (2023: £12,016,277). Interest has been charged at 5% during the year.
16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
121,752
111,481
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the year end the company had outstanding pension contributions of £19,174 (2023: £15,632) this amount being included within creditors due within one year.
17
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
18
Share-based payment transactions
Certain employees of the company have been granted share options in the company's parent company as part of an employee incentive plan.
In accordance with FRS 102, section 8, the company has recognised a charge in its profit and loss account measured in accordance with the requirements of FRS 102 for equity-settled share based payment arrangements. There is a corresponding credit entry in equity as a capital contribution from the parent company, (as there is no recharge from the parent).
The fair value of the options, and hence the charge in the profit and loss account has been calculated by the parent company (for all options) using the Black-Scholes model.
An expense was recognised of £7,160 (2023: £8,574) in respect of 16,000 options granted in 2020 with a fair value of €3.18 per option which will vest over a 3 year period. Of the initial 18,000 granted in 2020, 1,000 options expired during the prior year and 1,000 options expired during the current year.
An expense was recognised of £2,272 (2023: £2,333) in respect of 2,250 options granted in 2022 with a fair value of €5.26 per option which will vest over a 4.5 year period.
An expense was recognised of £6,433 (2023: £564) in respect of 4,600 options granted in 2023 with a fair value of €6.78 per option which will vest over a 4.5 year period. Of the initial 4,700 granted in 2023, 100 options expired during the current year.
An expense was recognised of £827 (2023: £nil) in respect of 5,035 options granted in 2024 with a fair value of €10.25 per option which will vest over a 4.5 year period.
19
Capital contribution
During the current year, the intermediate parent company made a capital contribution totalling £16,319 in relation to share options vested in the parent company during the period. See note .
During the prior year, the intermediate parent company made a capital contribution totalling £11,418 in relation to share options vested in the parent company during the period. See note .
ABACUS MEDICINE PHARMA SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
20
Related party transactions
The company has taken advantage of the exemption, under the terms of FRS 102, Section 33.1A, from disclosing related party transactions with wholly owned subsidiaries within the group.
Abacus Medicine A/S is a related party due to being the intermediate parent company. Abacus Medicine A/S is also ultimately controlled by Mr Flemming Wagner who is also the ultimate controlling party of Abacus Medicine Pharma Services Ltd. During the year the amounts due to related parties comprised a debtor of £609,165 (2023: £823,591) and creditor of £nil (2023: £72,750), giving net amount due from of £609,572 (2023: £750,841), there is also a capital contribution amounting to £16,319 (2023: £11,418) in the year see note 18.
Abacus Medicine Pharma Services ApS is a related party due to being the immediate parent company. Abacus Medicine Pharma Services ApS is also ultimately controlled by Mr Flemming Wagner who is also the ultimate controlling party of Abacus Medicine Pharma Services Ltd. During the period the amounts due to related parties comprise a loan balance of £4,346,460 (2023: £12,016,277) with loan interest of £830,648 (2023: £616,601).
The amount due to Abacus Medicine Pharma Services Asia is £nil (2023: £23,795). This amount is held in amount owed to group undertakings due within one year. Abacus Medicine Pharma Services Asia is related as it is a fellow subsidiary of its immediate parent company, Abacus Medicine Pharma Services ApS.
The amount due to Abacus Medicine Pharma Services B.V. is £10,779 (2023: £8,052). This amount is held in amount owed to group undertakings due within on year. Abacus Medicine Pharma Services B.V. is related as it is a a fellow subsidiary of its immediate parent company, Abacus Medicine Pharma Services ApS.
21
Ultimate controlling party
The immediate parent company is Abacus Medicine Pharma Services ApS, a company incorporated in Denmark.
The intermediate parent company is Abacus Medicine A/S, a company incorporated in Denmark.
The ultimate parent company is FTW Holding ApS, a company incorporated in Denmark. FTW Holding ApS is the parent of the smallest and largest group of which the company is a member for which consolidated accounts are prepared is. The registered office for FTW Holding ApS is Kalvebod Brygge 35, Copenhagen, Denmark.
The ultimate controlling party is Flemming Wagner due to his shareholding in FTW Holding ApS .
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