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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
COMPANY INFORMATION
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
CONTENTS
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present the report for Ennogen Healthcare International Ltd (the 'Company') for the year ended 31 December 2024.
The principal activity of the Company during the year was that of the wholesale of pharmaceutical products. There have been no significant changes in the Company's principal activities during the year and the Directors are not aware at the date of this report, of any likely changes in the Company's activities in the forthcoming year.
Under the terms of an Asset Purchase Agreement dated 28 June 2023 the Group acquired from the Mundi Pharma Network the worldwide rights to DHC Continus (Dihydrocodeine Hydrogen Tartrate) a range of branded prolonged release pain killers. The acquisition was part of the Group’s strategy to increase its’ international footprint with additional sales in territories throughout Europe and New Zealand. During 2024 the impact of these products added significantly to the turnover and profitability of the Group. The Company completed three product acquisitions during the period. Under the terms of an Asset purchase agreement dated 14 August 2024, the Group acquired from Omega Pharma Innovation and Development NV the UK rights to Alphosyl 2 in 1 medicated shampoo for £2.15m. Under the terms of an asset purchase agreement dated 20 September 2024, the Group acquired from Teva UK the rights to Otomize for £15m. Otomize is a prescription only Otoloryngological product licensed in the UK. Under the same agreement the Group also acquired from Teva UK the rights to Stanek for £1m, a product prescribed for the treatment of Parkinsons and licensed in the UK. The Statement of Comprehensive Income for the year is set out on page 12. The Company's total comprehensive income for the year is £4,753,985, (2023: loss of (£3,295,140)). The directors declared a dividend of £70,000 (2023: £95,000). The total Shareholders' Funds increased during the year from £57,525,888 to £62,302,076. Turnover of £51,914,110 (2023: £33,324,661) was significantly higher recognising a complete 12 months of continued growth. The Profit before tax of £8,787,215 (2023: loss of (£2,129,138)) includes amortisation and depreciation expense of (£15,344,696) (2023: (£12,359,272)). The acquisition of DHC was partly funded through borrowings of £7,750,000 which incurred an interest expense of (£595,229) (2023: net finance income £934,620). The borrowings were fully repaid in February 2024. Consequently, EBITDA was £24,907,952 (2023: £17,755,034).
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Team acknowledges responsibility for the Company's system of internal control and for reviewing its effectiveness. The Company's system of internal control is designed to manage any potential operational or financial risks.
The Company adopts internal controls appropriate to its business activities and geographical spread and has in place clearly defined lines of responsibility and limits of delegated authority. Comprehensive procedures provide for the appraisal, approval, control, and review of capital expenditure. These procedures also enable the Company to effectively mitigate operational risk by deploying a system of business processes and checks-and-balances to support increased control and efficiency. The management of the business and the execution of the Company's strategy are subject to several risks. The Company is subject to management processes applicable to the entire Group. The Group's risk management programme seeks to limit the adverse effects of these factors on the financial performance of group companies. Information on how the risks specific to the Company arise are set out below, as are the objectives, policies and processes for their management and the methods used to measure each risk. The key business risks and uncertainties affecting the Company include: Geographic risk The Company has business activities in overseas countries, each with specific political, economic and social characteristics which can give rise to various risks and uncertainties that can, on occasion, adversely impact project execution and financial performance, including but not limited to:
∙Economic instability
∙Legal, fiscal and regulatory uncertainty and change;
∙Export controls
∙Civil or political unrest; including war; and
∙Regime change
Country or regional risk are identified and evaluated before and during Company operations in such markets. Appropriate risk responses are developed and implemented to mitigate the likelihood and impact of identified risks. The Company adopts a protective and rigorous approach to assessing and mitigating these risks. Cash flow and liquidity risk The Company's working capital position is affected by the timing of contract cash flows where the timing of receipts from customers may not necessarily match the timing of payments made to suppliers. The availability of short-term and long-term financing may be required to meet obligations as they fall due. Research and development The Directors consider that in order to improve the operational performance of the Company, it is essential to continue to invest in research and development to enhance the efficacy of its pharmaceutical products and the benefits they offer to consumers. Regulatory and Reporting Bodies The Company continues to be regulated by various medical authorities including MHRA. The Company has effective procedures and rescources in place to comply with all the relelvant rules and regulations and works closely with the regulatory bodies.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors and the Management Team (collectively referred to as The Team) are aware of their duties and responsibilities placed upon them by the Companies Acts and carry out these duties and responsibilities in a way that they consider would be most likely to promote the success of the Company for the benefit of its members, and in doing so have regard to a range of matters when making decisions for the short and long term.
They adhere to the overall group policies laid out by the members and to those relating specifically to the Company. Their main responsibilities are: 1. Setting the values used to guide the affairs of the Company. This includes the Company's commitment to achieving its health and safety goals and the Company's adherence to the highest ethical standards in all its operations worldwide. 2. Integrating environmental improvement into business plans and strategies and seeking to plant sustainability into the Company's business processes. 3. Overseeing the Company's compliance with its statutory and regulatory obligations and ensuring that systems and processes are in place to enable these obligations to be met. 4. Setting the strategy and targets of the Company. 5. Overseeing the Company's compliance with financial reporting and disclosure obligations. 6. Overseeing the risk management of the Company. 7. Ensuring the effective corporate governance of the Company.
This report was approved by the board on 25 September 2025 and signed on its behalf.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements 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;
∙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 to 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.
The profit for the year, after taxation, amounted to £4,753,985 (2023 - loss £3,295,140).
During the year, dividends of £70,000 (2023 - £95,000) have been declared.
The Directors who served during the year were:
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company continues to invest in its Regulatory and Quality functions so that it is well placed to manage and stay ahead of ongoing changes in the regulatory environment. The Company also invested £1.2m (2023: £0.9m) in R&D to ensure that there is resilience in the supply chain and continued evolution of the product pipeline.
Going forward the Company aims to continue growing in the UK and internationally. This will be achieved organically meeting clinical needs with existing products, through product developments, and through acquisitions. With a dedicated team in place, we have confidence we will adapt to these rapid changes in the marketplace. The period of global uncertainty looks set to continue, however with our continued investment and innovation, we remain confident in our ability to continue to respond effectively to these challenges and maintain our robust operational and financial performance. Going Concern These financial statements have been prepared on a going concern basis which assumes that the Company is able to realise its assets and discharge its liabilities in the normal course of business. At the reporting date the Company has net assets of £62m (2023 - £58m) and future projections show sufficient headroom to weather any future impacts of global uncertainties. The Directors therefore consider it appropriate to prepare the financial statements on a going concern basis.
The Directors consider that in order to improve the operational performance of the Company it is essential to continue to invest in research and development to enhance the efficacy of its pharmaceutical products and the benefits they offer to the consumers.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Acquisitions:
On 18 June 2025 the Group acquired from Teva UK, the ownership and marketing authorities to Capsaicin 0.075% (Axsain) and 0.025% (Zacin) cream for £31.5m including an upfront payment of £21.5m and contingent consideration of £10m which is expected to be paid on the delivery of certain milestones over the next 18 months. To fund the acquisition the group drew down an additional £10m in funding from the revolving credit facility with Santander UK plc. The product is not expected to accrete profits for Ennogen until 2026. Borrowings: On 17 July 2025 the Group agreed a £150m finance facility in a syndicated agreement with three banks including Santander UK plc, Barclays Bank plc, and HSBC UK plc. The financing agreement comprises of capacity to borrow up to £50m through a term loan facility and up to £100m from a revolving credit facility. This is a three year agreement with an option to extend by one year at any time. The facility is for the purpose of acquisitions, R&D, and working capital. On completion, the Group repaid existing borrowings of £25.1m to Santander UK plc and drew down £27m of borrowings from the new term loan.
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
We have audited the financial statements of Ennogen Healthcare International Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of 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 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.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENNOGEN HEALTHCARE INTERNATIONAL LIMITED (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the 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.
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.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENNOGEN HEALTHCARE INTERNATIONAL LIMITED (CONTINUED)
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENNOGEN HEALTHCARE INTERNATIONAL LIMITED (CONTINUED)
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 the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice), tax legislation, pension legislation, the Companies Act 2006. In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to, revenue recognition (which we pinpointed to the cut off assertion), and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions,
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENNOGEN HEALTHCARE INTERNATIONAL LIMITED (CONTINUED)
misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
One St Peter's Square
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
REGISTERED NUMBER: 13097275
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
REGISTERED NUMBER: 13097275
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The company is a private company limited by shares, registered in England & Wales. The address of the registered office is Unit G4, Riverside way, Dartford, Kent, DA1 5BS.
The principal activity of the Company during the year was that of the wholesale of pharmaceutical products. The functional currency of the Company is GBP (£).
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Ennogen Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Unit G4, Riverside way, Riverside Industrial Estate, Dartford, Kent, DA1 5BS.
These financial statements have been prepared on a going concern basis which assumes that the Company is able to realise its assets and discharge its liabilities in the normal course of business. At the reporting date the Company has net assets of £62m (2023 - £58m) and future projections show sufficient headroom to weather any future impacts of global uncertainties.
The Directors therefore consider it appropriate to prepare the financial statements on a going concern basis.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: • There is the intention to complete the intangible asset and use or sell it; • There is the ability to use or sell the intangible asset; • The use or sale of the intangible asset will generate probable future economic benefits; • There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and • The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Assets under contruction will be shown on the balance sheet at cost however it will only begin to be amortised when it comes into use.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of Financial Position 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 and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequently, the measurement of financial liabilities depends on their classification as follows: Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
17.Deferred taxation (continued)
Share premium account
Profit and loss account
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ENNOGEN HEALTHCARE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On 18 June 2025 the Group acquired from Teva UK, the ownership and marketing authorities to Capsaicin 0.075% (Axsain) and 0.025% (Zacin) cream for £31.5m including an upfront payment of £21.5m and contingent consideration of £10m which is expected to be paid on the delivery of certain milestones over the next 18 months. To fund the acquisition the group drew down an additional £10m in funding from the revolving credit facility with Santander UK plc. The product is not expected to accrete profits for Ennogen until 2026. Borrowings: On 17 July 2025 the Group agreed a £150m finance facility in a syndicated agreement with three banks including Santander UK plc, Barclays Bank plc, and HSBC UK plc. The financing agreement comprises of capacity to borrow up to £50m through a term loan facility and up to £100m from a revolving credit facility. This is a three year agreement with an option to extend by one year at any time. The facility is for the purpose of acquisitions, R&D, and working capital. On completion, the Group repaid existing borrowings of £25.1m to Santander UK plc and drew down £27m of borrowings from the new term loan.
The immediate parent undertaking is Ennogen Investments Ltd, a company incorporated in England & Wales. The Company’s ultimate parent undertaking is Ennogen Holdings Limited, a Company registered in England and Wales and this is the smallest and largest Group for which consolidated financial statements are prepared. Copies of these financial statements are available from the Company’s registered office as noted in the Company Information. The ultimate controlling party is Mr G S Ruprai.
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