REGISTERED NUMBER: 11117843 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

UTILITY THERAPEUTICS LTD

Page

Company Information

1

Balance Sheet

2

to

3

Notes to the Financial Statements

4

to

6

DIRECTORS:

Mr A R Davis

Mr A S Roemer

Mr M O A Sommer

Mr R V Toft-Kehler

Mr L G Edwards

Mr H B Skinner

Mr T Hadley

REGISTERED OFFICE:

3rd Floor

1 Ashley Road

Altrincham

Cheshire

WA14 2DT

REGISTERED NUMBER:

11117843 (England and Wales)

ACCOUNTANTS:

Allens Accountants Limited

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

CURRENT ASSETS

Debtors

5

129,513

212,625

Cash at bank

838,824

3,889,160

968,337

4,101,785

CREDITORS

Amounts falling due within one year

6

5,579,233

22,720

NET CURRENT (LIABILITIES)/ASSETS

(4,610,896

)

4,079,065

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,610,896

)

4,079,065

CREDITORS

Amounts falling due after more than one year

7

-

4,981,315

NET LIABILITIES

(4,610,896

)

(902,250

)

CAPITAL AND RESERVES

Called up share capital

8

1,917

1,917

Share premium

7,029,356

7,029,356

Retained earnings

(11,642,169

)

(7,933,523

)

SHAREHOLDERS' FUNDS

(4,610,896

)

(902,250

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

Mr C Salmon - Director

1.	STATUTORY INFORMATION

Utility Therapeutics Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

33% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 7 (2023 - 7 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

and 31 December 2024

1,426

DEPRECIATION

At 1 January 2024

and 31 December 2024

1,426

NET BOOK VALUE

At 31 December 2024

-

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

as restated

£

£

Other debtors

129,513

212,625

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

as restated

£

£

Taxation and social security

26,065

20,170

Other creditors

5,553,168

2,550

5,579,233

22,720

Convertible loan notes are unsecured, interest bearing and have an earliest potential maturity date of 20 April

2025. Interest is charged at 9% (31 December 2023: 9%). On 20 October 2023, the interest rate was modified from 5% to 9% along with an extension of the minimum term to 20 April 2025. The convertible loan notes are issued in Euro (EUR) and United States Dollars (USD) and then translated to Sterling using the year end spot rate.

During the year, convertible loan notes of £4,476 (31 December 2023: £4,834,789) were issued. Transaction costs of £nil (31 December 2023: £83,015) were deducted from the carrying value of the convertible loan notes issued.

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31/12/24

31/12/23

as restated

£

£

Other creditors

-

4,981,315

Convertible loan notes are unsecured, interest bearing and have an earliest potential maturity date of 20 April

2025. Interest is charged at 9% (31 December 2023: 9%). On 20 October 2023, the interest rate was modified from 5% to 9% along with an extension of the minimum term to 20 April 2025. The convertible loan notes are issued in EUR and USD and then translated to Sterling using the year end spot rate.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/24

31/12/23

value:

as restated

£

£

19,167,737

Ordinary shares

£0.0001

1,917

1,917