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Registered number: 10274924
Kaerus Bioscience Limited
Unaudited
Financial statements
Information for filing with the registrar
For the year ended 31 December 2024
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Kaerus Bioscience Limited
Chartered accountants' report to the board of directors on the preparation of the unaudited statutory financial statements of Kaerus Bioscience Limited for the year ended 31 December 2024
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Kaerus Bioscience Limited for the year ended 31 December 2024 which comprise the balance sheet and the related notes from the company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation.
This report is made solely to the board of directors of Kaerus Bioscience Limited, as a body, in accordance with the terms of our engagement letter dated 10th April 2024. Our work has been undertaken solely to prepare for your approval the financial statements of Kaerus Bioscience Limited and state those matters that we have agreed to state to the board of directors of Kaerus Bioscience Limited, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Kaerus Bioscience Limited and its board of directors, as a body, for our work or for this report.
It is your duty to ensure that Kaerus Bioscience Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Kaerus Bioscience Limited. You consider that Kaerus Bioscience Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or review of the financial statements of Kaerus Bioscience Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Kreston Reeves LLP
Chartered Accountants
37 St Margaret's Street
Canterbury
Kent
CT1 2TU
29 September 2025
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Kaerus Bioscience Limited
Registered number: 10274924
Balance sheet
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 9 form part of these financial statements.
Page 2
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Kaerus Bioscience Limited
Notes to the financial statements
For the year ended 31 December 2024
Kaerus Bioscience Limited is a private company limited by shares and is incorporated in England with the registration number 10274924. The address of the registered office is 2nd Floor 168 Shoreditch High Street, London, United Kingdom, E1 6RA.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The financial statements are rounded to the nearest pound.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.
These financial statements are therefore the company’s separate financial statements, and present information about the company as an individual undertaking and not about its group.
The company is engaged in research and development activities and is reliant upon funding from investors to meet its operational and working capital needs. Additional funding has been obtained following the year end.
Notwithstanding these factors, the going concern basis has been adopted in preparing these financial statements.
Page 3
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Kaerus Bioscience Limited
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional currency is the Euro. This differs from the presentational currency which is pounds sterling. The reason for the difference is that the company's main suppliers are located in Europe.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Page 4
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Kaerus Bioscience Limited
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
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The average monthly number of employees, including the directors, during the year was as follows:
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Kaerus Bioscience Limited
Notes to the financial statements
For the year ended 31 December 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the company:
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Kaerus Bioscience France SAS
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Kaerus Bioscience Holdings Inc.
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Page 6
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Kaerus Bioscience Limited
Notes to the financial statements
For the year ended 31 December 2024
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Allotted, called up and fully paid
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890,750 (2023 - 890,750) Ordinary shares of €0.01 each
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22,050,000 (2023 - 22,050,000) Series A1 shares of €0.01 each
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8,812,003 (2023 - 8,915,518) B Ordinary shares of €0.01 each
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566,280 (2023 - 566,280) Deferred shares of €0.01 each
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12,173,912 (2023 - 12,173,912) Series A2 shares of €0.01 each
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13,460,343 (2023 - 13,460,343) Series A3 shares of €0.01 each
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17,380,855 (2023 - 17,380,855) Series A4 shares of €0.01 each
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11,438,597 (2023 - Nil) Series A5 shares of €0.01 each
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Page 7
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Kaerus Bioscience Limited
Notes to the financial statements
For the year ended 31 December 2024
8.Share capital (continued)
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On 1 March 2023 3,310,343 Series A3 shares, with an aggregate nominal value of €33,103.43 (£29,070.44) were allotted and issued for a total consideration of €960,000 (£846,019).
On 23 March 2023 a further 157,025 B Ordinary Shares, with an aggregate nominal value of €1,570.25 (£1,383.75) were allotted and issued for a total consideration of €1,570.25 (£1,383.75)
On 29 March 2023 a further 48,506 B Ordinary shares, with an aggregate nominal value of €485.06 (£426.20) were allotted and issued for a total consideration of €485.06 (£426.20).
On 26 June 2023, a further 5,145,000 Series A3 shares, with an aggregate nominal value of €51,450.00 (£44,075.67) were allotted and issued for a total consideration of €1,492,050 (£1,280,283.34).
On 8 August 2023, a further 139,053 B Ordinary Shares, with an aggregate nominal value of €1,390.53 (£1,198.46) were allotted and issued for a total consideration of €1,390.53 (£1,198.46).
On 16 October 2023 a further 278,103 B Ordinary shares, with an aggregate nominal value of €2,781.03 (£2,405.73) were allotted and issued for a total consideration of €2,781.03 (£2,405.73).
On 7 December 2023 a further 17,380,855 Series A4 shares, with an aggregate nominal value of €173,808.55 (£148,879) were allotted and issued for a total consideration of €3,899,968.33 (£3,337,436.89).
On 18 July 2024 a further 10,000,000 Series A5 shares, with an aggregate nominal value of €100,000.00 (£84,006) were allotted and issued for a total consideration of €5,700,000.00 (£4,788,342.00).
On 1 October 2024 a further 1,438597 Series A5 shares, with an aggregate nominal value of €14385.97 (£11,992) were allotted and issued for a total consideration of €820,000.01 (£683,535.61).
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Share premium account
This reserve records the amount above the nominal value received for shares issued by the company. Share premium may only be utilised to write-off any expenses incurred or commissions paid on the issue of those shares, or to pay up new shares to be allotted to members as fully paid bonus shares.
Profit and loss account
This reserve comprises all current period retained profits and losses after deducting any distributions made to the company's shareholders.
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Related party transactions
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The company is exempt from disclosing related party transactions with other companies that are wholly owned within the group.
All other related party transactions during the current and prior periods, including key management personnel compensation, were made under normal market conditions.
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Page 8
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Kaerus Bioscience Limited
Notes to the financial statements
For the year ended 31 December 2024
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Post balance sheet events
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As part of the boards focus on delivering value for its shareholders and investors the business successfully sold a material portion of its Patents & IP to LES Laboratories Servier and Servier Pharmaceuticals LLC. Which completed on the 2nd of September 2025.
The conditions for this event did not exist at the balance sheet date, therefore no adjustments were neccesary.
The company is a 59.94% subsidiary of Index Ventures Life VI (Jersey) L.P., a limited partnership registered in Jersey. The registered office of Index Ventures Life VI (Jersey) L.P. is 44 Esplanade, St. Helier, JE4 9WG, Jersey.
Index Ventures Life VI (Jersey) L.P. meets the definition of an Investment Entity in accordance with IFRS 10 and is not required to consolidate its investments, of which the company is a investment.
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