The directors present the strategic report for the year ended 31 December 2024.
Huma Therapeutics Limited (the "Company") and its subsidiaries (together, the "Group" or "Huma") is a healthcare platform group on a mission to accelerate the adoption of digital and AI technologies in care and research.
Huma owns and operates leading digital and AI-first health products powered by the Huma Cloud Platform including Aluna, myGP, GDm, eConsult, and more. All are supported by an AI-driven, software-defined, and federated-enabled operating model.
Review of business
The directors consider the following measures to be the key financial performance indicators:
Macroeconomic environment: The uncertain macroeconomic environment with higher inflation and risk of a recession, could impact the ability of the Group to maximise revenue growth. However, the directors are comforted that the digital health industry generally is benefiting from the global growth of healthcare systems looking to alternative solutions from traditional delivery of healthcare. Moreover, other clients such as Governmental healthcare agencies, pharmaceutical and medical device companies are less impacted by the macroeconomic environment than other industries.
Inflationary pressures: Could lead to higher wage costs in order to attract and retain the right talent. Wages represent the majority of the costs to the business, and the Group may not be able to pass on the increased costs through price increases to customers. This could lead to an impact on the profitability. In order to mitigate this risk, the Group is continuing to invest in innovation to make its product more valuable to customers, as well as using cost-plus pricing and self-service solutions.
Regulatory: The Group develops and supplies Software-as-a-Medical-Device (SaMD) and Medical Data Systems for Clinical Trials. During 2022, the Group focused on transitioning to the new European Medical Device Regulation (EU MDR). This was successfully concluded with the Class IIb EU MDR approval and Class II FDA approval in H1 2023. Maintaining compliance and obtaining the required certifications and regulatory approvals is important to the continued supply of the Group's products. The Group has a Quality Assurance & Regulatory Affairs team supplemented by external bodies that monitors the regulatory environment and supports the Group in ensuring compliance with existing standards and regulations.
Access to funding: Being loss-making today, the Group assumes that it can continue to access funding resources required to support its growth, should this be needed. In order to mitigate this risk, the Group carefully manages its resources and maintains and develops strong relationships with a wide range of investors and financial institutions.
At the start of 2024 the business went through a major restructure to right size the cost base and move towards profitability.
This puts the business on a clear path to profitability and anticipates that a monthly EBITDA positive position will be achieved in 2025.
Foreign exchange exposure: The Group earns revenue in USD, GBP or EUR. The Group does not enter into any hedging transactions but retains bank balances in a combination of these currencies.
The Group continues to invest in developing assets to add to its platform, in order to enhance the offering to customers.
The directors remain confident of sustained growth in the business; both organically and inorganically. Two acquisitions have been made in 2025 at the time of writing this report alongside inorganic growth.
In order to achieve its future objectives, the Group continues to invest in research and development to improve the product offering and enhance the technology platform, and continues to build relationships with leading healthcare institutions and life sciences companies across the globe.
Section 172 of the Companies Act 2006 (“s.172”) imposes a general duty on Directors to act in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its stakeholders.
The Board delegates day-to-day management and decision-making to its senior management team, but it maintains oversight of the Group’s performance, and reserves to itself specific matters for approval. By receiving regular updates on business performance, activities and objectives, the Board and its constituent committees monitor that management is acting in accordance with agreed strategy. Processes are in place to ensure that the Board receives all relevant information to enable it to make well-judged decisions in support of the Group’s long-term success.
Achieving long-term value for our shareholders
The Board recognises the critical importance of open dialogues and fair consideration of the Company's members. We communicate with our shareholders through our annual report and accounts and face-to-face meetings.
Investing in people
Our employees are the driving force behind our purpose and growth. Our success is driven by the talent and effort of our workforce. We recognise that interaction between the Board and senior management is crucial for maintaining the welfare of our people and future success.
Relationships with suppliers, customers and others
Our business relies on good relationships. Management is regularly briefed on new and existing client relationships.
By nature, our business works in collaboration with our clients: we use agile processes and build business to better serve our client needs based on what they tell us. We have a zero tolerance approach to practices which are at odds with our values and culture, for example corruption and bribery. We are committed to acting ethically and with integrity in all business dealings.
The environment and our communities
The group is committed to minimising environmental risk and continual improvement of environmental performance through the group's operations.
Streamlined Energy and Carbon Reporting (SECR)
As the Group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
On behalf of the board
The directors present their annual report on the affairs of Huma Therapeutics Limited and its subsidiaries (the 'Group’) together with the audited financial statements for the year ended 31 December 2024.
The results for the year are set out on page 11.
The directors do not recommend payment of a dividend in the year (2023: £Nil).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Group's policy is to consult and discuss with employees matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.
Post reporting date events
Post year end, the subsidiary Huma Therapeutics GmbH was formally dissolved. The Company has acquired the assets of Know Medical Diagnostics Inc ("Aluna") and MJOG Limited. The consideration for Aluna was $1,500,000 cash consideration plus share consideration of 743,000 shares with a deemed issue price of $22.88 per share and MJOG consideration was for up to 132,614 ordinary shares with a deemed issue price of $22.88 per share. The group has also established two companies in the US, Alcedis Inc and Huma Hold Co Inc. In September 2025, the directors have applied to close the subsidiary, MyMed Limited.
In March 2025, 2,185 D1 Preference shares of £0.001 each were allotted as fully paid at a premium of £18.20 per share. In April 2025, 743,000 Ordinary shares of £0.001 each were allotted as fully paid at a premium of £17.47 per share.
In May 2025 the company entered into a new lease agreement commencing September 2025 to December 2027 with yearly rent of £180,000.
In September 2025, the Company entered in to a $5m, zero-interest, 3 year convertible loan arrangement with Sicpa SA, which is anticipated to immediately convert to equity.
Matters covered by the strategic report
See the Strategic Report for details of the review of the business, the principal risks and uncertainties, research and development and future developments.
Going concern
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis of accounting in preparing the annual financial statements. More detail can be found in note 1 of the financial statements.
Branches outside the UK
The Group operates a branch outside the UK in Hamburg, Germany.
Qualified opinion on financial statements
We have audited the financial statements of Huma Therapeutics Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for qualified 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 group's and parent 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the basis for qualified opinion of out report, 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the group were identified through discussions with directors and other management, and from our commercial knowledge and experience of the digital healthcare industry. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation, data protection, anti-bribery, and anti-money-laundering legislation, and the European Medical Device regulation (EU MDR) and Quality System Regulations (QSR). The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
understanding the design of the group's remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with relevant regulators and the group's legal advisors.
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 our 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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 17 to 47 form part of these financial statements.
The notes on pages 17 to 47 form part of these financial statements.
The notes on pages 17 to 47 form part of these financial statements.
As permitted by s408 Companies Act 2006, the Company has not presented its own statement of comprehensive income and related notes. The Company’s loss for the year was £18,400,000 (2023 - £35,690,000 loss as restated).
The notes on pages 17 to 47 form part of these financial statements.
The notes on pages 17 to 47 form part of these financial statements.
The notes on pages 17 to 47 form part of these financial statements.
Huma Therapeutics Limited (“the Company”) is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is 13th Floor Millbank Tower, 21-24 Millbank, London, SW1P 4QP.
The Group consists of Huma Therapeutics Limited and all of its subsidiaries.
The principal activities of the Company and its subsidiaries (the "Group") and the nature of their operations are set out in the directors' report.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
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 £000.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value. The material accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Huma Therapeutics Limited together with all entities controlled by the parent company (its subsidiaries) apart from those which are excluded on the basis they are dormant.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.
As permitted by s408 of the Companies Act 2006, no separate profit and loss account or statement of comprehensive income is presented in respect of the Parent company. The profit attributable to the Company is disclosed in the footnote to the Company's balance sheet.
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the Group or a Statement of Cash Flows for the parent company.
For the year ending 31 December 2024 the following subsidiaries of the Company were entitled to exemption from audit under s479A of the companies act relating to subsidiary companies. The guarantee is given by Huma Therpeutics Limited.
iPlato Limited (company registration number: 03930219)
iPlato Healthcare Limited (company registration number: 06131747)
eConsult Health Limited (company registration number: 07628675)
Mymed Ltd (company registration number: 09768044)
In making their assessment of going concern, the directors have considered detailed forecasts of expected revenues, expenditure and cash flows and taken into consideration existing banking facilities of the wider group and current asset investments.
The directors are of the opinion that the Group has sufficient funds available to finance its operations for the foreseeable future following the date of approval of these financial statements and accordingly have prepared the financial statements on the going concern basis.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration receivable, excluding value added tax and other sales taxes.
Revenue from the sales of goods is recognised when all the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
the Group has received or it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from the rendering of services is recognised when all the following conditions are satisfied:
the amount of revenue can be measured reliably;
the Group has received or it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The Group often enters into customer contracts to supply a bundle of products and services, for example hardware, software and related after-sales service. The contract is then assessed to determine whether it contains a single combined performance obligation or multiple performance obligations. If applicable the total transaction price is allocated amongst the various performance obligations based on their relative stand-alone selling prices.
Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers usually as described in a contract. For example:
In most cases in Huma Therapeutics, the company, revenue is split as either development or license (or sometimes combined). The Development revenue tends to be recognised on a straight line basis over the period of development to recognise equal efforts across that development period and license fees on a straight line basis over the period of the license. If there are specific milestones then revenue will be recognised when these milestones are met and signed off by the customer.
In the eConsult and iPlato subsidiaries most revenue is on a subscription basis so recognised over the period of the subscription either on a straight line basis or in accordance to fluctuating list sizes. Occasionally, implementation fees are levied (commonly with eTriage contracts) which will be recognised over the period of that implementation on a straight-line basis. In addition, there may be hardware fees which will also be recognised over that same period of implementation. This is to reflect that the hardware will not be functional until implementation is complete and the system live. Messaging services are recognised on a straight line basis over the contract period.
In the Medopad subsidiary revenue is recognised based on a number of active patients in any given month or quarter so revenue fluctuates more than in the above businesses. There are also some larger contracts which are recognised as per Huma Therapeutics.
In Alcedis, our Clinical Trials company, revenue is recognised on a percentage of completion based on working hours.
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as gross amounts owed to contract customers in its consolidated balance sheet position. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises gross amounts owed by contract customers in its consolidated balance sheet.
Revenue is derived from the provision of software solutions (via rights of access to Huma Group technology), the sale of messaging services through certain software solutions, the development of bespoke software solutions, delivery of specific medical devices, revenue from contracts with Partners and revenue from services within clinical trials.
Amortisation is provided at the following annual rates:
Patents and licences - Straight line over their estimated useful life of five and ten years
Development costs - Straight line over their estimated useful life of six and ten years
Computer software - Straight line over their estimated useful life of three and five years
Customer contracts - Straight line over their estimated useful life of three years, five years and six years
Customer relationships - Straight line over their estimated useful life of fifteen years and seventeen years
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 statement of comprehensive income.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the Group reviews the carrying amounts of its tangible and intangible 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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.
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
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 Group after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including current asset investments which are held on a short-term basis and are available to be converted to cash in the short-term, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Basic financial liabilities, including creditors, 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.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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.
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the Group are recorded at the proceeds received, net of transaction costs.
The 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 net profit as reported in the statement of comprehensive income 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 Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 statement of comprehensive income, 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 if, and only if, there is 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.
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 fixed 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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
The Group operates a share option scheme for employees of the Group over shares in the parent company.
For the Group, the grant date fair value of share-based payments awards granted to employees is recognised as an expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. For the Company, awards granted to its own employees is recognised as an expense and awards granted to employees of subsidiary entities is recognised as an addition to the cost of investment in those subsidiaries.
The fair value of the awards granted is measured using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
Share-based payment transactions in which the Company receives goods or services by incurring a liability to transfer cash or other assets that is based on the price of the Company's equity instruments are accounted for as cash-settled share-based payments. The fair value of the amount payable to employees is recognised as an expense, with a corresponding increase in liabilities, over the period in which the employees become unconditionally entitled to payment. The liability is remeasured at each balance sheet date and at settlement date. Any changes in the fair value of the liability are recognised as expenses in profit or loss.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Functional and presentation currency
Items included in the Financial Statements are measured using the currency of the primary economic environment in which entities operate ('the functional currency'). The Financial Statements are presented in sterling, which is the Parent Company's functional and presentation currency. There has been no change in the functional currency during the current or preceding period.
Transactions and balances
Transactions in foreign currencies are translated into sterling using daily exchange rates. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rates ruling at the balance sheet date and any exchange differences arising are taken to profit or loss. Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.
Foreign operations
In the Group's financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than the sterling are translated into sterling upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting period. On consolidation, assets and liabilities have been translated into sterling at the closing rate at the reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been translated into sterling at the closing rate as at acquisition. Income and expenses have been translated into sterling at the average rate over the reporting period. Exchange differences arising from significant foreign subsidiaries are charged or credited to other comprehensive income and recognised in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity would be reclassified to profit or loss and are recognised as part of the gain or loss on disposal.
Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
Investment income
Investment income is recognised when the rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the group and the amount of revenue can be measured reliably).
Finance costs
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Revenue is recognised on the basis of implementation of the project or straighline basis over the length of the contract. In respect of long term contracts, where revenue is recognised in line with percentage of project completion, the key judgement is accurately forecasting the percentage of contract completed based on costs to date.
Management uses valuation techniques in determining the fair values of various elements of a business combination.
On initial recognition, the assets and liabilities of the acquired business are included in the consolidated balance sheet at their fair value. In measuring fair value, management uses estimates about future cash flows and discount rates.
Amortisation rates are based on estimates of the useful economic lives and residual values of the assets involved. The assessment of these useful economic lives is made by projecting the economic lifecycle of the asset. The key judgement is estimating the useful economic life of the costs capitalised due to the uncertainties of changes in the market and competitor products. A review is conducted annually by project and amortisation rates are changed where economic lives are re-assessed.
The Group assesses, at each reporting date, whether there is an indication that an asset or an acquired cashgenerating unit may be impaired. The Group estimates the asset's recoverable amount, which is determined based on the higher of the assets fair value less costs of disposal, and its value in use. In assessing the value in use, the group has made an estimate of future cash flows attributable to the acquired cash-generating unit and discounted these cash flows as an appropriate rate in order to calculate the present value of these cash flows.
The Black-Scholes model has been adopted to determine the fair value of the share options. This model uses the expected vesting term, estimated volatility of the shares, risk-free rates and estimated share price at the grant dates.
The provision for bad debts in the accounts is determined based on the likelihood of receivables becoming uncollectible.
The comparatives have been restated to recognise revenue on contracts which completed before the prior year end and as such should have been recognised in the prior year. The effect of the prior period adjustment is summarised below:
All turnover relates to the principal activity of the Group.
The average monthly number of persons (including directors) employed by the Group and Company during the year was:
Their aggregate remuneration comprised:
The remuneration for the key management personnel amounted to £481k (2023: £579k). Share option charges relating to key management personnel amounted to £2,172k (2023: £1,985k).
The number of directors to whom retirement benefits were accruing during the year were 1 (2023: 2).
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
As at 31 December 2024, the Group had carry forward trading tax losses of £94,639k (2023: £71,672k).
Changes in tax rates
The Finance Act 2021, which was substantively enacted on 24 May 2021, included an increase to the UK Corporation Tax rate (effective from 1 April 2023) to 25% (for companies with profits over £250,000) and continues to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate.
The iPlato Group suffered a decline in sales in the year against expectations which led to an impairment test being triggered. The value in use of the iPlato Group has been calculated based on discounted future cash flows including a terminal value based on business plans approved by the board for 5 years of the iPlato Group.
The discounted cashflow included the following assumptions:
Discount rate of 15%.
Revenue growth rates of 30% for FY 2025 - FY 2028
Revenue growth rates of 15% for FY2029
Terminal revenue growth rate of 2.5%.
EBITDA margin of 16.8% for FY25 growing to 35.6% by FY29
The projected cash flows from 2025- 2029 have been based on detailed forecasts prepared by management for the CGU and a terminal value thereafter. The Weighted average cost of capital (WACC) has been assumed as the same as the discount rate which is a general market practice for impairment calculations. Management have used experience and taken into account current and future market conditions and opportunities to determine the key growth rate and margin assumptions set out above. The terminal value growth rate applied is not considered to exceed the average growth rate for the industry and geographic locations of the CGUs.
The impairment test was conducted as at 31 December 2024 and management is satisfied that the assumptions used were appropriate which has led to the following impairment for iPlato Group.
The value in use amount of the iPlato Group is £9,408k (2023: £11,414k). This has led to an impairment to customer relationships/contracts of £459k in 2024. In the prior year, goodwill on the acquisiton of iPlato was impaired by £9,893k and customer relationships/contracts was impaired by £213k respectively due to a decline in the assets recoverable amount.
Sensitised scenarios demonstrates there are differences between the adjusted value in use and carrying amount of the CGUs depending on the discount rate used in the calculation and changes to key inputs of assumptions including growth rates.
As a sensitivity analysis, Management considered a change in the discount rate of a 2% increase and a 2% decrease which would lead to the following value in use: 2% increase in discount rate shows a value in use of £7,965k, which would have resulted in an additional impairment of £1,442k in the year to be booked against other assets in the CGU and 2% decrease in discount rate shows a value in use of £11,319k which would have resulted in no impairment in the year.
An impairment review by management was also undertaken on the other CGU's which showed no indicators for impairment and therefore no specific value in use assessment was required.
During the year, the Company acquired 100% of the share capital of eConsult Health Limited and its subsidiary, MyMed Ltd for consideration of £9,741k (note 16).
The Company has recognised an increase in the carrying value of its investment in Alcedis GmbH of £550k (2023: £362k), iPlato Limited of £85k (2023: £102k), eConsult Health Limited of £1,781k (2023: £nil) and Medopad Inc of £136k (2023: £nil) relating to equity-settled share based payment awards granted to employees of the subsidiaries, settled by the parent company.
During the year, the cost of investment in the iPlato Group was impaired by £2,116k to its carrying value of £9,408k at the year end and the cost of investment in Huma Therapeutics GmbH was impaired by £25k to a carrying value of £Nil. eConsult was impaired by £1,781k to its carrying value of the consideration for acquistion during the year.
During the year, Biobeats Group Limited and Medsubone Limited were dissolved. Their carrying values prior to disposal were £Nil due to impairments in prior years. Post year end, Huma Therapeutics GmbH was dissolved, the directors have applied to close the subsidiary, MyMed Ltd, and are in the process of closing iPlato Ltd. Their carrying values at the year end were £Nil. A full list of subsidiaries held at the year end is provided in note 15.
Details of the Company's subsidiaries at 31 December 2024 are as follows:
On 16 September 2024, the Company acquired 100% of the share capital of eConsult Health Limited and its subsidiary, MyMed Ltd.
Goodwill arising on the acquistion of the eConsult group of £10,474k represents the anticipated complementary business enabling Huma to offer a wide range of health tech services across UK Healthcare, access to eConsult's established customer base, and the skills and expertise of its workforce. None of these met the criteria for separate recognition as intangible assets.
Amounts owed by group undertakings are repayable on demand and are non-interest bearing.
The Group regularly evaluates its trade receivables, especially receivables that are past due, and will reassess its allowance for doubtful accounts based on identified customer collection issues. In circumstances where the Group is aware of a customer's inability to meet its financial obligation, the Group records a specific allowance for doubtful accounts to reduce its net recognised receivable to an amount the Group reasonably expects to collect.
Contract assets primarily reflects estimated revenue expected to be billed, as the Group does not have the unconditional contractual right to invoice these amounts. The Group receives payments from customers based on the terms established in contracts.
Total future minimum lease payments under non-cancellable operating leases are as follows:
The Company’s bank holds a debenture including a fixed and floating charge over all property and assets of the Company and has in place an unlimited multilateral guarantee given by Huma Therapeutics Limited, Biobeats Group Ltd, Medopad Limited and Medsubone Ltd. This has been satisfied after the year end.
The Group's multinational operations expose it to financial risks that include market risk, credit risk, foreign currency risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years.
The Group's customers are either part of the National Health Service or large international pharmaceutical companies and therefore the Group's credit risk is considered to be limited. The credit quality of financial assets can be assessed by reference to external credit ratings (S&P) (if available).
A1 rating means that the risk of default for the investors and the policy holder is deemed to be very low. All cash within the parent company is within the A1 category.
Exposure to currency exchange rates arise from the Group's (and Company's) overseas sales and purchases, which are primarily denominated in US Dollars (USD) and Euros (EUR).
To mitigate the Group's exposure to foreign currency risk, non-sterling cash flows are monitored. Generally, the Group's risk management procedures distinguish short-term foreign currency cash flows (due within 6 months) from longer-term cash flows (due after 6 months). Where the amounts to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken.
Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions.
The Group's policy is to minimise interest rate cash flow risk exposures on long-term deposits. Longer-term deposits are therefore usually at fixed rates. The exposure to interest rates for the Group's cash at bank and short-term deposits is considered immaterial.
Liquidity risk
The Group actively maintains cash and banking facilities and reserves that are designed to ensure it has sufficient available funds for operations and planned expansions.
The Group reviews all financial assets on a regular basis to update cashflow forecasts. The Group actively monitors the age of all trade receivables and chases any customers who are slow to pay. The Group also reviews the any short term investments on a regular basis to ensure that reserves are available if they are needed
Capital risk management
The Group manages its capital to ensure it will be able to continue as a going concern while maximising the return to shareholders through optimising the debt and equity balance. The Group monitors cash balances and prepare regular forecasts, which are reviewed by the board.
Fair value measurements of financial instruments
Financial assets and financial liabilities measured at fair value are required to be grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: unobservable inputs for the asset or liability.
The current asset investments are all fair valued using quoted prices and are considered within Level 1.
The following are the major deferred tax liabilities and assets recognised by the Group and Company, and movements thereon:
Other provisions relates to a dilapidations provision.
The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.
The amounts outstanding for the Group at the year end was £52k (2023: £Nil).
The Company operates an equity settled Enterprise Management Incentive (EMI) Share Option Scheme and Non-EMI scheme. The options are granted with a fixed exercise price determined at the grant of the option. The options vest over a period of up to 4.5 years following the date of the grant. The options are exercisable until the 10th anniversary from the date of grant. Employees are not entitled to dividends until the shares are exercised. The vesting of options are subject to the conditions of the signed contracts, such as including the continued employment of the Group. The Company had the following options granted in the year.
The fair value of the options granted have been calculated using the Black Scholes model. The total charge for the period was £6,166k (2023: £3,873k).
335,775 Ordinary shares of £0.001 each were allotted as fully paid at a premium of £15.49 per share during the year and 522,731 Ordinary shares of £0.001 each were allotted as fully paid at a premium of £17.47 per share during the year.
48,575 Ordinary shares of £0.001 were issued in the year at £0.08 per share. 3,030 Ordinary shares of £0.001 were issued in the year at £0.88 per share.
203,234 D1 Preference shares of £0.001 each were allotted as fully paid at a premium of £18.20 per share during the year.
The total consideration received for the new shares was £18,034k (2023: £61,435k), which includes £3,699k (2023: £19,933k) for cash and £14,335k (2023: £45,503k) for non-cash transactions. Costs of issuing the shares amounted to £225k which has been recognised within the share premium account.
Rights, preferences and restrictions attaching to each class is as follows:
Ordinary shares
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; They do not confer any rights of redemption.
Growth shares
The growth shares have attached to them full voting and dividend rights. The growth shares have the right to participate in a capital distribution (including on a winding up) save that the holders of the growth shares shall have no entitlement prior to each ordinary share having received an amount equal to 100% of the hurdle amount for that growth share and thereafter the growth share shall participate pari passu with the ordinary shares in distributions in excess of the hurdle amount. The growth shares do not confer any rights of redemption.
C Preference shares
Right of distribution of profit. Right to receive notice of, attend and vote at, general meetings. One vote on a show of hands. One vote for each share of which that person is the holder on a poll vote. Right of conversion to ordinary shares (1:1 basis). On an insolvency event or exit event, holders of C preference shares shall, ahead of the holders of ordinary shares or growth shares, be entitled to receive an amount equal to the amounts paid up on the preference shares.
D1 Preference shares
Right of distribution of profit. Right to receive notice of, attend and vote at, general meetings. One vote on a show of hands. One vote for each share of which that person is the holder on a poll vote. Right of conversion to ordinary shares (1:1 basis). On an insolvency event or exit event, holders of D1 preference shares shall, ahead of the holders of C preference shares, ordinary shares or growth shares, be entitled to receive an amount equal to the amounts paid up on the D1 preference shares.
D2 Preference shares
Right of distribution of profit. Right to receive notice of, attend and vote at, general meetings. One vote on a show of hands. One vote for each share of which that person is the holder on a poll vote. Right of conversion to ordinary shares (1:1 basis). On an insolvency event or exit event, holders of D2 preference shares shall, ahead of the holders of C preference shares, ordinary shares or growth shares, but pari passu with D1 preferred shares, be entitled to receive an amount equal to the amounts paid up on the D2 preference shares.
The Company has no history of paying dividends to any class of share holder.
The called up ordinary share capital account represents the amount subscribed for shares at nominal value.
The share premium account represents premiums received on the initial issuing of the share capital.
The advances for shares represents shares to be issued in future periods in respect of prior period acquisitions.
The share option reserve is used to recognise the grant date fair value of options issued to employees but not exercised.
The profit and loss reserve includes all current and prior period results as disclosed in the statement of comprehensive income.
Post year end, the subsidiary Huma Therapeutics GmbH was formally dissolved. The Company has acquired the assets of Know Medical Diagnostics Inc ("Aluna") and MJOG Limited. The consideration for Aluna was $1,500,000 cash consideration plus share consideration of 743,000 shares with a deemed issue price of $22.88 per share and MJOG consideration was for up to 132,614 ordinary shares with a deemed issue price of $22.88 per share. The group has also established two companies in the US, Alcedis Inc and Huma Hold Co Inc. In September 2025, the directors have applied to close the subsidiary, MyMed Limited.
In March 2025, 2,185 D1 Preference shares of £0.001 each were allotted as fully paid at a premium of £18.20 per share. In April 2025, 743,000 Ordinary shares of £0.001 each were allotted as fully paid at a premium of £17.47 per share.
In May 2025 the company entered into a new lease agreement commencing September 2025 to December 2027 with yearly rent of £180,000.
In September 2025, the Company entered in to a $5m, zero-interest, 3 year convertible loan arrangement with Sicpa SA, which is anticipated to immediately convert to equity.
The Group consider that the directors and the internal leadership team are their key management personnel and further detail of their remuneration is disclosed in note 8.
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the Group.
In the year 2024, the Group delivered total revenues of £8,075k (2023: £6,720k) on projects for two multinational life science corporations, who are also non-controlling shareholders in Huma Therapeutics Ltd. The parent company delivered revenues of £429k (2023: £1,290k) and the remainder was delivered by the Company's subsidiaries, Alcedis GmbH and Medopad Inc.
There are no other related party transactions to disclose.