Company registration number 07735749 (England and Wales)
INCEPTUA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
INCEPTUA LIMITED
COMPANY INFORMATION
Directors
A H Raffensperger
G J Scarle
N D Penndorf
(Appointed 6 February 2024)
Secretary
Praxis Secretaries (UK) Limited
Company number
07735749
Registered office
Vista
2 William Street
Windsor
Berkshire
SL4 1BA
Auditor
Candour Advisory LLP
85 Great Portland Street
London
W1W 7LT
INCEPTUA LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Income statement
7
Statement of financial position
8 - 9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
INCEPTUA LIMITED
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
The performance for the financial year 2024 has been consistent with the budget and a number of successful projects executed. The reported income including inter-company revenue was £44.5 million (2023 : £45.3 million). The pre-tax profit stands at £1,277,423 (2023 : £3,280,785)
Throughout 2024 the company remained active on the market of comparator sourcing (CTS). Additionally, the company continued developing two additional business units – Early Access (EA) since 2017 and Inceptua Pharma (IP) since 2018. The new business units aim at exploring the market possibilities regarding the entire spectrum of the medicines life-cycle. EA will develop Inceptua’s capabilities in supplying unlicensed medicines, while IP will offer commercialization services.
The company is in good shape and maintains its competitive advantage on the market.
At the balance sheet date the company had cash reserves of £4,243,123 (2023 : £3,340,101), net current assets of £1,078,434 (2023 : £227,922) and net assets of £1,216,574 (2023 : £290,323).
Principal risks and uncertainties
The management believes that there the following risks are still relevant and can influence the business:
The CTS and EA business units are both highly competitive in winning business versus other service providers. The company believes that they are well positioned versus competitors in terms of the quality of service, value and price charged, but nonetheless the risk remains of the loss of both existing and future business.
Exposure to price, credit, liquidity and cash flow risk
The potential exposure for price and liquidity variances is mitigated by the overseeing holding company. Inceptua SA, the shareholder of the company, under the provisions of the cost allocation agreement, is obligated to cover the shared service expenses and function related expenses of the company.
The Company has historically used various financial instruments that include group loans, cash and working capital items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is for the day-to-day operations. Day-to-day operations are financed through a combination of cash resources and working capital.
The Company manages financial risk by ensuring sufficient liquidity is available to meet foreseeable needs.
Credit risk is managed at a group level, with a comprehensive credit risk management policy covering both the introduction of new customers and the management of existing customer's debts.
Development and performance
We are confident that the evolution of the company will continue to be favorable in the future. We are continuing to develop both new and existing customer relationships in CTS as well as building on the successful establishment of our EA business with new programmes.
G J Scarle
Director
12 May 2025
INCEPTUA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company is the supply of pharmaceuticals for clinical trial purposes.
Results and dividends
The results for the year are set out on page 7.
No 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:
A H Raffensperger
G J Scarle
J T J Broadis
(Resigned 23 February 2024)
N D Penndorf
(Appointed 6 February 2024)
Supplier payment policy
The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The company's current policy concerning the payment of trade creditors is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the company's contractual and other legal obligations.
Trade creditors (including inter company balances) of the company at the year end were equivalent to 136 day's purchases, based on the average daily amount invoiced by suppliers during the year.
Auditor
In accordance with the company's articles, a resolution proposing that Candour Advisory LLP be reappointed as auditor of the company will be put at a General Meeting.
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.
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
G J Scarle
Director
12 May 2025
INCEPTUA LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.
INCEPTUA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF INCEPTUA LIMITED
- 4 -
Opinion
We have audited the financial statements of Inceptua Limited (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of financial position, 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 101 Reduced Disclosure Framework (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.
INCEPTUA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF INCEPTUA LIMITED (CONTINUED)
- 5 -
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. Also reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
INCEPTUA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF INCEPTUA LIMITED (CONTINUED)
- 6 -
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.
Stephen Terence Costar FCCA (Senior Statutory Auditor)
For and on behalf of Candour Advisory LLP, Statutory Auditor
Chartered Certified Accountants
85 Great Portland Street
London
W1W 7LT
12 May 2025
INCEPTUA LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Revenue
2
44,465,908
45,340,271
Cost of sales
(34,930,313)
(42,107,304)
Gross profit
9,535,595
3,232,967
Administrative expenses
(12,860,230)
(5,979,057)
Other operating income
4,663,383
6,100,883
Operating profit
3
1,338,748
3,354,793
Investment income
6
56
Finance costs
7
(61,326)
(74,064)
Profit before taxation
1,277,422
3,280,785
Tax on profit
8
(351,171)
(201,819)
Profit and total comprehensive income for the financial year
18
926,251
3,078,966
The income statement has been prepared on the basis that all operations are continuing operations.
INCEPTUA LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
9
133,273
41,222
Right-of-use assets
9
212,442
289,696
345,715
330,918
Current assets
Inventories
10
35,073
113,812
Trade and other receivables
11
17,205,787
12,986,997
Cash and cash equivalents
4,243,123
3,340,101
21,483,983
16,440,910
Current liabilities
Trade and other payables
13
19,530,723
15,844,276
Current tax liabilities
519,672
201,819
Other taxation and social security
260,895
76,312
Lease liabilities
14
94,259
90,581
20,405,549
16,212,988
Net current assets
1,078,434
227,922
Total assets less current liabilities
1,424,149
558,840
Non-current liabilities
12
(174,257)
(268,517)
Provisions for liabilities
Deferred tax liabilities
15
(33,318)
Net assets
1,216,574
290,323
Equity
Called up share capital
17
100,000
100,000
Retained earnings
18
1,116,574
190,323
Total equity
1,216,574
290,323
INCEPTUA LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
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 12 May 2025 and are signed on its behalf by:
G J Scarle
Director
Company registration number 07735749 (England and Wales)
INCEPTUA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2023
100,000
(2,888,643)
(2,788,643)
Year ended 31 December 2023:
Profit and total comprehensive income
-
3,078,966
3,078,966
Balance at 31 December 2023
100,000
190,323
290,323
Year ended 31 December 2024:
Profit and total comprehensive income
-
926,251
926,251
Balance at 31 December 2024
100,000
1,116,574
1,216,574
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information
Inceptua Limited is a private company limited by shares incorporated in England and Wales. The registered office is Vista, 2 William Street, Windsor, Berkshire, SL4 1BA. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
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 following disclosure exemptions under FRS 101:
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share based Payment;
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64 (o)(ii), B64(p), B64(q)(ii), B66 and B67of IFRS 3 Business Combinations. Equivalent disclosures are included in the consolidated financial statements of Multipharma SA, Luxembourg in which the entity is consolidated;
the requirements of paragraph 33 (c) of IFRS 5 Non current Assets Held for Sale and Discontinued Operations;
the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;
the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of: (i) paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant and Equipment (iii) paragraph 118 (e) of IAS 38 Intangibles Assets, (iv) paragraphs 76 and 79(d) of IAS 40 Investment Property and (v) paragraph 50 of IAS 41 Agriculture;
the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 39 to 40 ,111 and 134-136 of IAS 1 Presentation of Financial Statements;
the requirements of IAS 7 Statement of Cash Flows;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member ; and
the requirements of paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to share based payments, financial instruments, capital management, presentation of a cash flow statement, presentation of comparative information in respect of certain assets, standards not yet effective, impairment of assets, business combinations, discontinued operations and related party transactions.
Where required, equivalent disclosures are given in the group accounts of Inceptua SA, Luxembourg. The group accounts of Inceptua SA, Luxembourg are available to the public and can be obtained as set out in note 19.
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are not aware of any material uncertainties which may cause doubt on the company's ability to continue as a going concern. true
At the time of approving the financial statements, the directors have reviewed the company order book together with up to date management information and in doing so the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
This statement is also based on the assurances received from the parent company Inceptua SA that the company will receive financial support to the fullest extent including covering any losses and potential asset impairments to maintain its trading activities.
1.3
Revenue
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.
Revenue from contracts for the provision of support services is recognised by reference to agreements in place based on pre agreed terms and specific transfer pricing arrangements.
1.4
Property, plant and equipment
Property, plant and equipment 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
20% straight line
Leasehold Property
20% 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 recognised in the income statement.
1.5
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible 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.
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Inventories
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell after adjusting for obsolescence and slow moving items.
1.7
Cash and cash equivalents
Cash and cash equivalents 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.
1.8
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.9
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.
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.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
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 income statement 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.
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.
1.12
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 inventories or non-current 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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
As lessee
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is reassessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.15
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
Revenue
An analysis of the company's revenue is as follows:
2024
2023
£
£
Revenue analysed by class of business
Sales - Inter Company
30,860,433
24,790,687
Sales - Pharmaceuticals
8,957,813
17,661,769
Sales - Services
4,647,662
2,393,336
Sales - Other
-
494,479
44,465,908
45,340,271
A split of turnover by geographical markets has been omitted as the Board of Directors are of the opinion that this information would be prejudicial to the company's interests, however the large majority of the company's income is derived from intercompany trading and is largely European and UK based.
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
3
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
581,947
337,416
Fees payable to the company's auditor for the audit of the company's financial statements
14,175
13,500
Depreciation of property, plant and equipment
92,506
92,491
Profit on disposal of property, plant and equipment
-
(201)
Cost of inventories recognised as an expense
34,930,313
42,107,304
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Employee (incuding directors)
29
25
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
4,456,611
2,346,393
Social security costs
466,110
262,177
Pension costs
99,567
89,112
5,022,288
2,697,682
5
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
1,218,286
466,753
Company pension contributions to defined contribution schemes
7,743
8,441
1,226,029
475,194
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
The number of directors who exercised share options during the year was 2 (2023 - 0).
The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2023 - 2).
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Directors' remuneration
(Continued)
- 18 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
325,185
296,798
Long term incentive schemes
571,103
-
The highest paid director has exercised share options during the year.
The highest paid director has been entitled to receive shares under a long term incentive scheme during the year.
Included in directors remuneration for the year are gains on the exercise of EMI and Non EMI share options of £714,245 (2023 : Nil) which were exercised at a weighted average price of £1370. In February 2024 the share option scheme was closed and there are no further entitlement to receive shares under a long term incentive scheme.
Included in directors remuneration are payments in relation to the termination of employment and in Lieu of notice totalling £314,317.
6
Investment income
2024
2023
£
£
Interest income
Interest on bank deposits
56
7
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
48,310
57,640
Interest on lease liabilities
13,016
16,424
61,326
74,064
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
327,518
201,819
Adjustments in respect of prior periods
(9,665)
-
Total UK current tax
317,853
201,819
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Taxation
2024
2023
£
£
(Continued)
- 19 -
Deferred tax
Origination and reversal of temporary differences
33,318
Total tax charge
351,171
201,819
The charge for the year can be reconciled to the profit per the income statement as follows:
2024
2023
£
£
Profit before taxation
1,277,422
3,280,785
Expected tax charge based on a corporation tax rate of 25.00% (2023: 23.50%)
319,356
770,984
Effect of expenses not deductible in determining taxable profit
12,507
Unutilised tax losses carried forward
(569,165)
Under/(over) provided in prior years
(9,665)
-
Deferred tax adjustments in respect of prior years
28,973
-
Taxation charge for the year
351,171
201,819
9
Property, plant and equipment
Leasehold Property
Fixtures, fittings & equipment
Total
£
£
£
Cost
At 1 January 2024
424,888
366,274
791,162
Additions
107,303
107,303
At 31 December 2024
424,888
473,577
898,465
Accumulated depreciation and impairment
At 1 January 2024
135,192
325,052
460,244
Charge for the year
77,254
15,252
92,506
At 31 December 2024
212,446
340,304
552,750
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Property, plant and equipment
Leasehold Property
Fixtures, fittings & equipment
Total
£
£
£
(Continued)
- 20 -
Carrying amount analysed between owned assets and right-of-use assets
At 31 December 2024
Owned assets
-
133,273
133,273
Right-of-use assets
212,442
-
212,442
212,442
133,273
345,715
At 31 December 2023
Owned assets
-
41,222
41,222
Right-of-use assets
289,696
-
289,696
289,696
41,222
330,918
Property, plant and equipment includes right-of-use assets, as follows:
Right-of-use assets
2024
2023
£
£
Net values at the year end
Leasehold Property
212,442
289,696
Depreciation charge for the year
Leasehold Property
77,252
77,252
The Right Of Use asset represents the present value of the lease payments for premises occupied by the company payable over a long-lease term, discounted at the incremental borrowing rate of the company in compliance with IFRS 16 " Leases".
10
Inventories
2024
2023
£
£
Finished goods
35,073
113,812
11
Trade and other receivables
2024
2023
£
£
Trade receivables
5,423,033
4,028,663
VAT recoverable
574,636
8,935
Other receivables
1,715,935
1,593,072
Prepayments and accrued income
9,492,183
7,356,327
17,205,787
12,986,997
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Trade and other receivables
(Continued)
- 21 -
Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
12
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£
£
£
£
Trade and other payables
13
19,530,723
15,844,276
Corporation tax
519,672
201,819
-
-
Other taxation and social security
260,895
76,312
-
-
Lease liabilities
14
94,259
90,581
174,257
268,517
20,405,549
16,212,988
174,257
268,517
13
Trade and other payables
2024
2023
£
£
Trade payables
8,866,784
11,510,935
Accruals and deferred income
10,450,762
4,304,747
Other payables
213,177
28,594
19,530,723
15,844,276
14
Lease liabilities
2024
2023
Maturity analysis of lease payments
£
£
Within one year
94,259
90,581
In two to five years
174,257
268,517
Total undiscounted liabilities
268,516
359,098
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2024
2023
£
£
Current liabilities
94,259
90,581
Non-current liabilities
174,257
268,517
268,516
359,098
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
15
Deferred taxation
Liabilities
2024
2023
£
£
Deferred tax balances
33,318
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Accelerated capital allowances
£
Liability at 1 January 2023 and 1 January 2024
-
Deferred tax movements in current year
Charge/(credit) to profit or loss
33,318
Liability at 31 December 2024
33,318
Deferred tax assets and liabilities are offset in the financial statements only where the company has a legally enforceable right to do so.
16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
99,567
89,112
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.
17
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100,000
100,000
100,000
100,000
INCEPTUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
18
Retained earnings
2024
2023
£
£
At the beginning of the year
190,323
(2,888,643)
Profit for the year
926,251
3,078,966
At the end of the year
1,116,574
190,323
19
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
2024
2023
£
£
Short-term employee benefits
1,226,029
475,194
20
Controlling party
The ultimate controlling party is Inceptua Holdings Inc, USA
The smallest and largest group that prepares consolidated financial statements that Inceptua Limited are included in, is Inceptua Acquisitions S.a r.l. a company registered in Luxembourg. Copies of the consolidated financial statements are available from the registered office:
55, rue de Luxembourg
Bertange
Luxembourg 8077
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