Company registration number 12534364 (England and Wales)
PROTONDX LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
PROTONDX LTD
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 12
PROTONDX LTD
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
5
315,267
226,102
Tangible assets
6
17,593
14,685
Investments
7
195,151
-
0
528,011
240,787
Current assets
Stocks
58,982
66,341
Debtors
9
2,143,633
3,730,285
Cash at bank and in hand
490,088
754,669
2,692,703
4,551,295
Creditors: amounts falling due within one year
10
(144,102)
(161,199)
Net current assets
2,548,601
4,390,096
Net assets
3,076,612
4,630,883
Capital and reserves
Called up share capital
11
202
202
Share premium account
9,750,338
9,750,338
Other reserves
2,034,729
449,215
Profit and loss reserves
(8,708,657)
(5,568,872)
Total equity
3,076,612
4,630,883
PROTONDX LTD
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
31 December 2024
- 2 -

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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:
Mr R J Enck
Director
Company registration number 12534364 (England and Wales)
PROTONDX LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Share capital
Share premium account
Share options reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
175
5,298,527
-
(3,440,798)
1,857,904
Prior year adjustment
-
-
0
-
69,812
69,812
As restated
175
5,298,527
-
(3,370,986)
1,927,716
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(2,197,886)
(2,197,886)
Issue of share capital
11
27
4,451,811
-
-
4,451,838
Share based payments
12
-
-
449,215
-
0
449,215
Balance at 31 December 2023
202
9,750,338
449,215
(5,568,872)
4,630,883
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(3,139,785)
(3,139,785)
Share based payments
12
-
-
1,585,514
-
0
1,585,514
Balance at 31 December 2024
202
9,750,338
2,034,729
(8,708,657)
3,076,612
PROTONDX LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
1
Accounting policies
Company information

Protondx Ltd is a private company limited by shares incorporated in England and Wales. The registered office is I-Hub 84 Wood Lane, London, United Kingdom, W12 0BZ.

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Prior period error

The prior year financial statements included an error regarding the capitalised patent costs. The error resulted in the loss for the year being overstated by £107,375.

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
Research and development expenditure

Research and development expenditure is written off against profits in the year in which it is incurred.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

Patents & licences
straight line over the useful life
PROTONDX LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.6
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:

Computer & laboratory equipment
3 years straight line
1.7
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.9
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.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in bank only.

1.11
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 trade debtors, corporation tax recoverable, amounts owed by group undertakings, other 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.

PROTONDX LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
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 trade creditors, amounts owed to group undertakings, taxation and social security, and other creditors, 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.

 

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.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.13
Taxation

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

Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

1.15
Retirement benefits

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

PROTONDX LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
1.16
Share-based payments

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.

1.17
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.

1.18
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

1.19
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
17
14
4
Directors' remuneration
2024
2023
£
£
Remuneration paid to directors
130,453
95,494
PROTONDX LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
5
Intangible fixed assets
Patents & licences
£
Cost
At 1 January 2024
226,455
Additions
90,755
At 31 December 2024
317,210
Amortisation and impairment
At 1 January 2024
353
Amortisation charged for the year
1,590
At 31 December 2024
1,943
Carrying amount
At 31 December 2024
315,267
At 31 December 2023
226,102
6
Tangible fixed assets
Computer & laboratory equipment
£
Cost
At 1 January 2024
28,018
Additions
12,075
At 31 December 2024
40,093
Depreciation and impairment
At 1 January 2024
13,333
Depreciation charged in the year
9,167
At 31 December 2024
22,500
Carrying amount
At 31 December 2024
17,593
At 31 December 2023
14,685
7
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
195,151
-
0
PROTONDX LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Fixed asset investments
(Continued)
- 9 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
-
Additions
195,151
At 31 December 2024
195,151
Carrying amount
At 31 December 2024
195,151
At 31 December 2023
-
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Protondx US LLC
28540 Calabria Court, Unit 102, Naples, FL, USA 34110
Ordinary
100.00
Turbobeads Gmbh
Kugeliloostrasse 3, 8046 Zurich, Switzerland
Ordinary
100.00
9
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
145,577
13,620
Corporation tax recoverable
75,901
329,813
Amounts owed by group undertakings
1,716,120
3,314,314
Other debtors
206,035
72,538
2,143,633
3,730,285
10
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
37,177
79,588
Amounts owed to group undertakings
17,619
-
0
Taxation and social security
32,181
38,851
Other creditors
57,125
42,760
144,102
161,199
PROTONDX LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
190,175
190,175
190
190
T Ordinary shares of 0.1p each
12,237
12,237
12
12
202,412
202,412
202
202
12
Share-based payment transactions

During the year, the company recognised a total charge of £1,585,514 (2023: £449,215) which relates to equity settled share based payment transactions.

Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
15,403
12,691
78.32
72.68
Granted
21,695
2,712
75.34
93.14
Forfeited
(400)
0
-
0
150.00
-
0
Outstanding at 31 December 2024
36,698
15,403
74.81
78.32
Exercisable at 31 December 2024
-
0
-
0
-
0
-
0

The options outstanding at 31 December 2024 had an exercise price ranging from £22.72 to £160, and a remaining contractual term of between 6 to 10 years.

Inputs were as follows:
2024
2023
Weighted average share price
129.80
88.05
Weighted average exercise price
74.81
76.28
Expected volatility
75.80
75.80
Expected life
10.00
10.00
Risk free rate
2.89
1.18
PROTONDX LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
13
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
180,680
214,208
14
Related party transactions

At 31 December 2024, included in debtors is an amount of £1,716,120 (2023: £3,314,314) due to the company from a subsidiary.

 

Also at 31 December 2024, included in creditors is an amount of £17,619 (2023: £Nil) owed to a subsidiary.

15
Prior period adjustment

The prior year financial statements included an error regarding the capitalised patent costs. The error resulted in the loss for the year being overstated by £107,375.

Reconciliation of changes in equity
1 January
31 December
2023
2023
£
£
Adjustments to prior year
2021 and 2022 patent costs capitalised
69,812
69,812
2023 patent costs capitalised
-
107,728
2023 amortisation charge
-
(353)
Total adjustments
69,812
177,187
Equity as previously reported
1,857,904
4,453,696
Equity as adjusted
1,927,716
4,630,883
Analysis of the effect upon equity
Profit and loss reserves
69,812
177,187
PROTONDX LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Prior period adjustment
(Continued)
- 12 -
Reconciliation of changes in loss for the previous financial period
2023
£
Adjustments to prior year
2023 patent costs capitalised
107,728
2023 amortisation charge
(353)
Total adjustments
107,375
Loss as previously reported
(2,305,261)
Loss as adjusted
(2,197,886)
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