Demuris Limited Accounts Cover |
Company No. 06255507 | |||||||||
Demuris Limited Contents |
Pages | |||||||||
Company Information | 2 | ||||||||
Directors' Report | 3 to 4 | ||||||||
Auditor's Report | 5 to 9 | ||||||||
Profit and Loss Account | 10 | ||||||||
Statement of Comprehensive Income | 11 | ||||||||
Balance Sheet | 12 | ||||||||
Statement of Changes in Equity | 13 | ||||||||
Notes to the Accounts | 14 to 18 | ||||||||
Demuris Limited Company Information |
Directors | |||||||||
Registered Office | |||||||||
Auditor | |||||||||
Chartered Accountants and statutory auditors | |||||||||
3 Weekley Wood Close | |||||||||
Kettering | |||||||||
Northamptonshire | |||||||||
NN14 1UQ | |||||||||
Demuris Limited Directors Report |
The Directors present their report and the accounts for the year ended 30 December 2024. | |||||||||
Principal activities | |||||||||
Directors | |||||||||
The Directors who served at any time during the year were as follows: | |||||||||
(Resigned 12 March 2024) | |||||||||
(Resigned 12 March 2024) | |||||||||
(Resigned 12 March 2024) | |||||||||
Statement of directors' responsibilities | |||||||||
The Directors are responsible for preparing the Directors' report and the accounts in accordance with applicable law and regulations. | |||||||||
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts 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 accounts 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 accounts, the directors are required to: | |||||||||
* | select suitable accounting policies and then apply them consistently; | ||||||||
* | make judgments and estimates that are reasonable and prudent; | ||||||||
* | 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 show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. | |||||||||
Statement of disclosure of information to auditor | |||||||||
The above report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime as set out in Part 15 of the Companies Act 2006. Signed on behalf of the board | |||||||||
G.D. Glick | |||||||||
Director | |||||||||
25 September 2025 | |||||||||
Demuris Limited Audit Report Unqualified |
Report of the Auditors to the members of Demuris Limited | |||||||||
Opinion | |||||||||
We have audited the financial statements of Demuris Ltd (the 'company') for the year ended 30 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 our opinion the accounts: | |||||||||
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. | |||||||||
Basis for opinion | |||||||||
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 Auditors' 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. | |||||||||
Material uncertainty related to going concern | |||||||||
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report. | |||||||||
Other information | |||||||||
The other information comprises the information included in the annual report other than the accounts and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the accounts 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 accounts 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 accounts 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. | |||||||||
Opinion on other matters prescribed by the Companies Act 2006 | |||||||||
In our opinion, based upon the work undertaken in the course of the audit: | |||||||||
• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and | |||||||||
• the Report of the Director has been prepared in accordance with applicable legal requirements. | |||||||||
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 Report of the Director. | |||||||||
received from branches not visited by us; or | |||||||||
- the accounts 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; or | |||||||||
- the director was not entitled to prepare the accounts in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director. and from the requirement to prepare a strategic report. | |||||||||
Responsibilities of directors | |||||||||
In preparing the financial statements, the director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. | |||||||||
Auditors' 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 a Report of the Auditors 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: Extent to which the audit was considered capable of detecting irregularities, including fraud We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we consider the following: - the nature of the industry and sector, control environment and business performance; - results of our enquiries of management and those charged with governance about their own identification and assessment of the risks of irregularities; - any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; - the matters discussed among the audit engagement team and involving other members of staff requiring consultation regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. | |||||||||
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006, Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (UK GAAP), pensions legislation and tax legislation. In addition, we considered the provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty. Audit response to risks identified As a result of performing the above, our procedures to respond to risks identified included the following: - reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; - enquiring of management and those charged with governance concerning actual and potential litigation and claims; - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and - in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicate relevant identified laws and regulations and potential fraud risks to all engagement team members, including other members of staff consulted, and remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. | |||||||||
Use of this 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. | |||||||||
Senior Statutory Auditor | |||||||||
For and on behalf of | |||||||||
Chartered Accountants and Statutory Auditors | |||||||||
3 Weekley Wood Close | |||||||||
Kettering | |||||||||
Northamptonshire,NN14 1UQ | |||||||||
Demuris Limited Profit and Loss Account |
for the year ended 30 December 2024 | ||||||||||
2024 | 2023 | |||||||||
£ | £ | |||||||||
Turnover | ||||||||||
Cost of Sales | ( | |||||||||
Gross profit | ||||||||||
Distribution costs and selling expenses | ( | |||||||||
Administrative expenses | ( | ( | ||||||||
Operating profit/(loss) | ( | |||||||||
Other interest receivable | ||||||||||
Fair value adjustments | - | 210 | ||||||||
Profit/(Loss) on ordinary activities before taxation | ( | |||||||||
Taxation | ( | |||||||||
Profit/(Loss) for the financial year after taxation | ( | |||||||||
Demuris Limited Statement of Comprehensive Income |
STATEMENT OF COMPREHENSIVE INCOME | ||||||||||
for the year ended 30 December 2024 | ||||||||||
2024 | 2023 | |||||||||
£ | £ | |||||||||
Profit/(Loss) for the financial year after taxation | ( | |||||||||
Total comprehensive income for the period | ( | |||||||||
Demuris Limited Balance Sheet |
at | ||||||||||
Company No. | Notes | 2024 | 2023 | |||||||
£ | £ | |||||||||
Current assets | ||||||||||
Debtors | 4 | |||||||||
Cash at bank and in hand | ||||||||||
Creditors: Amount falling due within one year | 5 | ( | ( | |||||||
Net current assets | ||||||||||
Total assets less current liabilities | ||||||||||
Net assets | ||||||||||
Capital and reserves | ||||||||||
Called up share capital | ||||||||||
Share premium account | 7 | |||||||||
Profit and loss account | 7 | ( | ( | |||||||
Total equity | ||||||||||
Approved by the board on 25 September 2025 and signed on its behalf by: | ||||||||||
G.D. Glick | ||||||||||
Director | ||||||||||
25 September 2025 | ||||||||||
Demuris Limited Statement of Changes in Equity |
for the year ended 30 December 2024 | ||||||||||||
Share Capital | Share Premium | Retained earnings | Total equity | |||||||||
£ | £ | £ | £ | |||||||||
At 31 December 2022 | 696,043 | 258,787 | (926,847) | 27,983 | ||||||||
Loss for the period | ( | (16,966) | ||||||||||
At 30 December 2023 and 31 December 2023 | ( | |||||||||||
Profit for the period | ||||||||||||
At 30 December 2024 | ( | |||||||||||
Demuris Limited Notes to the Accounts |
for the year ended 30 December 2024 | ||||||||||||||||
1 | General information | |||||||||||||||
Demuris Limited is a private company limited by shares and incorporated in England and Wales. | ||||||||||||||||
Its registered number is: 06255507 | ||||||||||||||||
Its registered office is: | ||||||||||||||||
2 | Accounting policies | |||||||||||||||
Turnover | ||||||||||||||||
Going Concern | ||||||||||||||||
The appropriateness of the going concern basis is dependent upon continued support from the parent company which has confirmed it will maintain financial support for a period of at least 12 months from the date of these financial statements. The directors have made their own enquiries of the going concern status of the parent company and are satisfied that it is able to maintain financial support for the relevant period. | ||||||||||||||||
Research and development costs | ||||||||||||||||
Expenditure on research and development is written off in the year it is incurred unless it meets the criteria to allow it to be capitalised. Costs of research are always written off in the year in which they are incurred. Where development costs are recognised as an asset, they are amortised over the period expected to benefit from them. Amortisation of the capitalised costs begins once the developed product comes into use, typically at rate of 33.33% straight line. | ||||||||||||||||
Taxation | ||||||||||||||||
Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the profit and loss account because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period. Deferred tax is recognised on timing 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. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible timing differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current or deferred tax for the year is recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. | ||||||||||||||||
Trade and other debtors | ||||||||||||||||
Trade and other creditors | ||||||||||||||||
Foreign currencies | ||||||||||||||||
Provisions | ||||||||||||||||
Provisions are charged as an expense to the profit and loss account in the year that the Company becomes aware of the obligation, and are measured at the best estimate at balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet. | ||||||||||||||||
3 | Employees | |||||||||||||||
2024 | 2023 | |||||||||||||||
Number | Number | |||||||||||||||
The average monthly number of employees (including directors) during the year was: | ||||||||||||||||
4 | Debtors | |||||||||||||||
2024 | 2023 | |||||||||||||||
£ | £ | |||||||||||||||
VAT recoverable | ||||||||||||||||
Other debtors | ||||||||||||||||
5 | Creditors: | |||||||||||||||
amounts falling due within one year | ||||||||||||||||
2024 | 2023 | |||||||||||||||
£ | £ | |||||||||||||||
Trade creditors | ||||||||||||||||
Amounts owed to group undertakings | ||||||||||||||||
Taxes and social security | ||||||||||||||||
Other creditors | ||||||||||||||||
Accruals and deferred income | ||||||||||||||||
The amounts due to group undertakings are interest fee and repayable on demand. | ||||||||||||||||
6 | Share Capital | |||||||||||||||
The share capital at the balance sheet date consists of 69,604,293 £0.01 Ordinary shares. All shares rank pari passu for voting and distribution rights. All share capital is fully paid up. | ||||||||||||||||
7 | Reserves | |||||||||||||||
8 | Contingent Assets/Liabilities | |||||||||||||||
9 | Related party disclosures | |||||||||||||||
Transactions with related parties | ||||||||||||||||
Parent Company | ||||||||||||||||
The name of the parent of the smallest group for which consolidated financial statements are drawn up of which this entity is a member: | ||||||||||||||||
Odyssey Therapeutics, Inc. | ||||||||||||||||
The parent's registered office address is: | ||||||||||||||||
51 Sleeper Street, Boston, MA 02210 | ||||||||||||||||