Registered number: 02779946
FOR THE 18 MONTH PERIOD ENDED 31 JULY 2025
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JULY 2025
The Directors present their strategic report of the Company for the 18 month period ended 31 July 2025.
The results for the period and the financial position of the Company are shown in the annexed financial statements. Please note that comparisons below are versus an extended 18 month period due to the change of accounting reference date from 31 January to 31 July.
Turnover in the period to 31 July 2025 was up 34.4% on the previous year (2024 - up 2.8%). This increase is primarily attributable to the extended 18 month reporting period; on an annualised basis, turnover was down 10.4% on the previous year. In 2024, the Medicines and Healthcare products Regulatory Agency (MHRA) saw slow application processing times, and despite a marked improvement from the MHRA, potential sponsors have been slow to return to place their trials in the UK impacting our financial results. Despite this, recent performance is showing signs of improvement with the number of trials being placed increasing significantly versus the same period in the prior year.
The Company earned income from a broad range of customers, as in the previous year.
Staff salaries and pensions costs were up 61.2% on the previous year (2024: up 1.5%), due to the extended 18 month reporting period; on an annualised basis, staff costs increased by 7.5% in response to the volume of new trials.
The Company is liquid and remains free of debt. The company has not declared any dividends to shareholders. Net Assets have decreased by 6.3% (2024: down by 2.9%) driven primarily by losses incurred during the period.
On 1 August 2025, NN Bidco Pty Ltd (as part of the “Nucleus Network” group) completed the acquisition of Hammersmith Medicines Research Limited (HMR). The transaction establishes Nucleus Network as the only early-phase provider with dedicated facilities across Australia, the United States, and the United Kingdom, creating a truly global platform for clinical development.
The combined organisation offers sponsors a fully integrated model that pairs global reach with deep local expertise. The expanded geographic footprint broadens access to more diverse volunteer and patient populations, supports faster recruitment, and strengthens data quality through the integration of HMR's scientific heritage with Nucleus Network's advanced infrastructure and digital capabilities.
The Company continues to face global competition for its services, and cost is a major determinant of where sponsors place their trials. The Company aims to maintain its strong reputation for the timely completion of Phase 1 trials, to an excellent standard, in order to keep winning new business.
Turnover in the period to 31 July 2025 was up 34.4% on the previous year (2024 - up 2.8%). This increase is primarily attributable to the extended 18 month reporting period; on an annualised basis, turnover was down 10.4% on the previous year. In 2024, the Medicines and Healthcare products Regulatory Agency (MHRA) saw slow application processing times, and despite a marked improvement from the MHRA, potential sponsors have been slow to return to place their trials in the UK impacting our financial results. Despite this, recent performance is showing signs of improvement with the number of trials being placed increasing significantly versus the same period in the prior year.
The Company earned income from a broad range of customers, as in the previous year.
Staff salaries and pensions costs were up 61.2% on the previous year (2024: up 1.5%), due to the extended 18 month reporting period; on an annualised basis, staff costs increased by 7.5% in response to the volume of new trials.
The Company is liquid and remains free of debt. The company has not declared any dividends to shareholders. Net Assets have decreased by 6.3% (2024: down by 2.9%) driven primarily by losses incurred during the period.
On 1 August 2025, NN Bidco Pty Ltd (as part of the “Nucleus Network” group) completed the acquisition of Hammersmith Medicines Research Limited (HMR). The transaction establishes Nucleus Network as the only early-phase provider with dedicated facilities across Australia, the United States, and the United Kingdom, creating a truly global platform for clinical development.
The combined organisation offers sponsors a fully integrated model that pairs global reach with deep local expertise. The expanded geographic footprint broadens access to more diverse volunteer and patient populations, supports faster recruitment, and strengthens data quality through the integration of HMR's scientific heritage with Nucleus Network's advanced infrastructure and digital capabilities.
The Company continues to face global competition for its services, and cost is a major determinant of where sponsors place their trials. The Company aims to maintain its strong reputation for the timely completion of Phase 1 trials, to an excellent standard, in order to keep winning new business.
Following the completion of the acquisition by NN Bidco Pty Ltd on 1 August 2025, the Company is now operating as part of the wider Nucleus Network group. Over the coming year, the Directors' focus will be on integrating HMR's operations within the group, providing sponsors with seamless access to a unified early phase clinical trial platform spanning the United Kingdom, the United States and Australia.
The Directors anticipate continued growth in the Company's trial pipeline, building on the increase in trial placements observed during 2025 as MHRA processing times have improved. Investment will be directed towards enhancing the Company's clinical and digital infrastructure, expanding patient and healthy-volunteer recruitment capability, and maintaining the Company's reputation for the timely delivery of high-quality early phase clinical trial studies. The Directors are confident that the Company is well-positioned to benefit from the renewed momentum in UK early-phase clinical research and from its participation in the wider Nucleus Network platform.
The Directors anticipate continued growth in the Company's trial pipeline, building on the increase in trial placements observed during 2025 as MHRA processing times have improved. Investment will be directed towards enhancing the Company's clinical and digital infrastructure, expanding patient and healthy-volunteer recruitment capability, and maintaining the Company's reputation for the timely delivery of high-quality early phase clinical trial studies. The Directors are confident that the Company is well-positioned to benefit from the renewed momentum in UK early-phase clinical research and from its participation in the wider Nucleus Network platform.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
The Company's income depends on the research and development expenditure of the international pharmaceutical industry. There is a risk to the business from inflation, as our quotations for medium and long-term projects can become outdated. However, the UK has a strong reputation for high-quality, early-phase clinical research, and benefits from its forward-thinking, pragmatic, and supportive regulator (the MHRA). Thus, the UK remains an attractive destination for early-phase clinical trials. Furthermore, HMR has a proven track record of adapting quickly to regulatory change. We will devote all necessary resources to ensure the continued success of our clinical trials.
The Company must comply with UK Clinical Trials Regulations in order to obtain approval for clinical trials from the MHRA and Research Ethics Committees. Also, sponsors of our trials have their own exacting standards with which we must comply. The MHRA and our sponsors audit us frequently for compliance with the regulations for Good Clinical Practice and Good Manufacturing Practice. Failure to comply could have a detrimental impact on the financial performance of the Company.
Serious injury or death of a subject could severely affect the Company. Our staff are trained in the appropriate management of medical emergencies. No such incidents occurred during the period.
We handle sensitive personal and medical data of subjects, so the UK General Data Protection Regulation poses a financial risk to the Company. However, the directors are satisfied that the Company has robust systems in place to mitigate such risks. We have suitably qualified and trained staff, a Quality Management System, a Quality Assurance group, a Data Protection Officer, and a Data Privacy Committee. We have 24-hour cybersecurity monitoring contracts with trusted providers, and certification of compliance with the ISO 27001 Information Security Management standard.
The Company must comply with UK Clinical Trials Regulations in order to obtain approval for clinical trials from the MHRA and Research Ethics Committees. Also, sponsors of our trials have their own exacting standards with which we must comply. The MHRA and our sponsors audit us frequently for compliance with the regulations for Good Clinical Practice and Good Manufacturing Practice. Failure to comply could have a detrimental impact on the financial performance of the Company.
Serious injury or death of a subject could severely affect the Company. Our staff are trained in the appropriate management of medical emergencies. No such incidents occurred during the period.
We handle sensitive personal and medical data of subjects, so the UK General Data Protection Regulation poses a financial risk to the Company. However, the directors are satisfied that the Company has robust systems in place to mitigate such risks. We have suitably qualified and trained staff, a Quality Management System, a Quality Assurance group, a Data Protection Officer, and a Data Privacy Committee. We have 24-hour cybersecurity monitoring contracts with trusted providers, and certification of compliance with the ISO 27001 Information Security Management standard.
The Directors have regarded the following considerations of section 172 (1) of the Companies Act, when fulfilling their duty to promote the success of the Company:
The long-term consequences of any decision, by consultation with internal management and external advisers, e.g.:
- Internal meetings of senior managers and managers;
- Access to external advice on employment law;
- Internal Data Privacy Committee, Information Management Security Officer, and Data Protection Officer;
- External specialist legal advisers;
- Internal Health and Safety Committee, including Health and Safety Manager, Fire Wardens, Radiation Protection Officers, and Biological Safety Officer, and external legal advisers.
The interests of the Company's employees, by promoting robust HR and training policies:
- Company policies on training and on all aspects of discrimination and grievance;
- Dedicated training team raising awareness of the above during induction and beyond.
The need to foster the Company's business relationships with suppliers, customers and others, by ensuring that our contracts with customers and subcontractors require all parties to comply with applicable regulations and law.
The impact of the Company's operations on the community and the environment, by minimising waste and recycling whenever possible.
The long-term consequences of any decision, by consultation with internal management and external advisers, e.g.:
- Internal meetings of senior managers and managers;
- Access to external advice on employment law;
- Internal Data Privacy Committee, Information Management Security Officer, and Data Protection Officer;
- External specialist legal advisers;
- Internal Health and Safety Committee, including Health and Safety Manager, Fire Wardens, Radiation Protection Officers, and Biological Safety Officer, and external legal advisers.
The interests of the Company's employees, by promoting robust HR and training policies:
- Company policies on training and on all aspects of discrimination and grievance;
- Dedicated training team raising awareness of the above during induction and beyond.
The need to foster the Company's business relationships with suppliers, customers and others, by ensuring that our contracts with customers and subcontractors require all parties to comply with applicable regulations and law.
The impact of the Company's operations on the community and the environment, by minimising waste and recycling whenever possible.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
The desirability of the Company maintaining a reputation for high standards of business conduct, through training of staff and the maintenance of an anti-bribery policy.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 JULY 2025
The Directors present their report and the financial statements for the 18 month period ended 31 July 2025.
The principal activity of the Company in the period under review was that of testing products developed by the pharmaceutical industry.
Hammersmith Medicines Research (HMR) is a contract clinical research organisation (CRO) that conducts studies of new and existing medicines in healthy human volunteers (Phase 1) and in patients (Phase 2), on behalf of the international pharmaceutical industry. The Company intends to continue and grow this work in the future.
Policy regarding disabled persons
HMR has a disabled workers policy to give equal opportunities for disabled people to enter and progress within the Company. All staff must follow this policy, encourage others to follow it, and report any incident of discrimination. New staff are told about the policy during induction training and are asked to reread the policy each time it is reviewed and reissued. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.
Employee consultation
HMR places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. The Company achieves this through regular directors' meetings, managers' meetings, team meetings and through consultation with employee representatives.
Research and development
The Company's research and development expenditure for the 18 month period totalled £22,471,825 (year ended 31 January 2024 - £14,334,482).
Hammersmith Medicines Research (HMR) is a contract clinical research organisation (CRO) that conducts studies of new and existing medicines in healthy human volunteers (Phase 1) and in patients (Phase 2), on behalf of the international pharmaceutical industry. The Company intends to continue and grow this work in the future.
Policy regarding disabled persons
HMR has a disabled workers policy to give equal opportunities for disabled people to enter and progress within the Company. All staff must follow this policy, encourage others to follow it, and report any incident of discrimination. New staff are told about the policy during induction training and are asked to reread the policy each time it is reviewed and reissued. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.
Employee consultation
HMR places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. The Company achieves this through regular directors' meetings, managers' meetings, team meetings and through consultation with employee representatives.
Research and development
The Company's research and development expenditure for the 18 month period totalled £22,471,825 (year ended 31 January 2024 - £14,334,482).
The loss for the period, after tax, amounted to £1,091,049 (year ended 31 January 2024 - loss £7,107,250).
No dividends will be distributed for the 18 month period ending 31 July 2025 (year ended 31 January 2024 - £Nil).
The Directors shown below held office during the whole of the period from 1 February 2024 to 31 July 2025:
Dr M J Boyce (resigned 1 August 2025)
Dr S J Warrington (resigned 1 August 2025)
The following directors were appointed after the period end:
G K Wood (appointed 1 August 2025)
T J Pisarev (appointed 1 August 2025)
Dr S J Warrington (resigned 1 August 2025)
The following directors were appointed after the period end:
G K Wood (appointed 1 August 2025)
T J Pisarev (appointed 1 August 2025)
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
The Company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities.
Price risk
The Company carefully monitors costs incurred from suppliers and constantly reviews the pricing of its services to ensure that margins remain favourable.
Credit risk
The risk of financial loss due to third parties failing to honour their obligations arises where the Company provides services to customers. The Company has implemented policies to minimize such losses and require that terms are only granted to customers who meet the internal requirements for having suitable payment history and adequate creditworthiness.
Liquidity risk
The Company manages daily the cost requirements and is not reliant on external borrowing. Following the acquisition by Nucleus Network in August 2025, the group's enlarged scale provides greater financial certainty and support for the Company's operations.
Cash flow risk
The Company maintains cash reserves to meet all of its costs. Following the acquisition by Nucleus Network, the Company benefits from being part of a larger global group, providing additional assurance that sufficient cash reserves are maintained to support ongoing requirements.
Streamlined energy and carbon reporting
The Company is required to disclose information on annual Greenhouse Gas emissions and annual energy consumption within the Report of the Directors where it is practical for management to obtain information.
During the period the quantity of emissions in tonnes of carbon dioxide equivalent resulting from the use of electricity by the company was 389 tonnes during the period (2024 - 242 tonnes). That figure was calculated by multiplying the energy usage disclosed on our electricity bills by the relevant emission conversion factors published by the Department for Energy Security and Net Zero (DESNZ). The annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the use of gas by the Company was 347 tonnes during the period (2024 - 235 tonnes) which was calculated by multiplying the volume of gas consumed (in kWh) by the relevant DESNZ/DEFRA natural gas emission conversion factor for the reporting period.
The emission intensity ratio of turnover to emissions was £33,522 per tonne (2024 - £38,472 per tonne).
During the period the quantity of electricity consumed in the UK was 1,880,817 kWh (2024 - 1,166,466 kWh). During the period the quantity of gas consumed in the UK was 1,895,100 kWh (2024 - 1,284,247 kWh).
Price risk
The Company carefully monitors costs incurred from suppliers and constantly reviews the pricing of its services to ensure that margins remain favourable.
Credit risk
The risk of financial loss due to third parties failing to honour their obligations arises where the Company provides services to customers. The Company has implemented policies to minimize such losses and require that terms are only granted to customers who meet the internal requirements for having suitable payment history and adequate creditworthiness.
Liquidity risk
The Company manages daily the cost requirements and is not reliant on external borrowing. Following the acquisition by Nucleus Network in August 2025, the group's enlarged scale provides greater financial certainty and support for the Company's operations.
Cash flow risk
The Company maintains cash reserves to meet all of its costs. Following the acquisition by Nucleus Network, the Company benefits from being part of a larger global group, providing additional assurance that sufficient cash reserves are maintained to support ongoing requirements.
Streamlined energy and carbon reporting
The Company is required to disclose information on annual Greenhouse Gas emissions and annual energy consumption within the Report of the Directors where it is practical for management to obtain information.
During the period the quantity of emissions in tonnes of carbon dioxide equivalent resulting from the use of electricity by the company was 389 tonnes during the period (2024 - 242 tonnes). That figure was calculated by multiplying the energy usage disclosed on our electricity bills by the relevant emission conversion factors published by the Department for Energy Security and Net Zero (DESNZ). The annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the use of gas by the Company was 347 tonnes during the period (2024 - 235 tonnes) which was calculated by multiplying the volume of gas consumed (in kWh) by the relevant DESNZ/DEFRA natural gas emission conversion factor for the reporting period.
The emission intensity ratio of turnover to emissions was £33,522 per tonne (2024 - £38,472 per tonne).
During the period the quantity of electricity consumed in the UK was 1,880,817 kWh (2024 - 1,166,466 kWh). During the period the quantity of gas consumed in the UK was 1,895,100 kWh (2024 - 1,284,247 kWh).
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
The Company is committed to reducing the environmental impact of its operations and recognises its responsibility to minimise greenhouse gas emissions where practicable. During the period, the Company undertook a number of initiatives to reduce, monitor and offset its carbon emissions, including:
∙implementation of the Government's ‘Simpler Recycling’ requirements (from 31 March 2025), with food waste and glass added to the Company's recycling streams and bin provision and collection frequency adjusted in response to increased recycling volumes and reduced general waste;
∙completion of an Energy Savings Opportunities Scheme (ESOS) Energy Site Survey in March 2025, with energy-saving opportunities identified for consideration and implementation by senior management;
∙progressing towards paper reduction and operational efficiency through the planned implementation of the ClinSpark electronic source platform, which once live is expected to reduce the Company's reliance on printed materials such as source workbooks;
∙recycling and rationalising printers, personal computers and other IT equipment since August 2025 as part of operational changes following the change of ownership;
∙continued monitoring and measurement of energy consumption and carbon emissions through annual SECR reporting, to support informed decisions on future reduction actions;
∙offsetting through Ecologi, supporting verified carbon-avoidance projects which had prevented 264.75 tCO2e of emissions and resulted in over 2,700 trees being planted as at March 2026; and
∙maintaining carbon-neutral certification through Carbon Neutral Britain, having offset 417 tCO2e in respect of 2024 and 476 tCO2e in respect of 2025 via Woodland Fund Portfolio projects.
In addition, the Company continues to review supplier and procurement practices to promote lower-carbon alternatives, encourages hybrid and remote working arrangements where appropriate to reduce business travel, and engages with employees through awareness initiatives aimed at reducing energy consumption across its operational sites. The Directors will continue to identify and implement further opportunities to reduce the Company's environmental impact in the periods ahead.
On 1 August 2025, the sale of 100% of the shares in the company to NN Bidco Pty Ltd (ACN 623 536 247), an Australian proprietary limited company, was completed. As a consequence of the sale, Dr M J Boyce and Dr S J Warrington resigned as directors and Ms T J Pisarev and Dr G K Wood were appointed as directors on the same date. The shares in the subsidiaries, Trio Medicines Limited and Hammersmith Medicines Research (Properties) Limited, together with intercompany balances, were transferred to the former ultimate controlling party, Dr M J Boyce, in advance of the above sale.
The auditor, S&W Audit (a trading name of S&W Partners Audit Limited), will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
This report was approved by the board and signed on its behalf.
Page 7
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 JULY 2025
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements 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 financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMMERSMITH MEDICINES RESEARCH LIMITED
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 Auditor’s 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.
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMMERSMITH MEDICINES RESEARCH LIMITED (CONTINUED)
The other information comprises the information included in the Annual report and financial statements, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements 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.
In preparing the financial statements, the Directors are 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 Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMMERSMITH MEDICINES RESEARCH LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities. including fraud, is detailed below:
We obtained a general understanding of the Company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entities’ policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Company’s industry and regulation.
We understand that the Company complies with the framework through:
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities. including fraud, is detailed below:
We obtained a general understanding of the Company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entities’ policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Company’s industry and regulation.
We understand that the Company complies with the framework through:
∙The Directors' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly; and
∙The engagement of external experts to achieve ongoing tax compliance and to assist with the preparation of the statutory accounts.
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company’s ability to conduct its business and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:
∙The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements; and
∙UK Taxation Law; and
∙Human Medicines Regulations 2012; and
∙Medicines For Human Use (Clinical Trials) regulations 2004 with compliance under the Medicines and Healthcare products Regulatory Agency guidelines; and
∙General Data Protection Regulation (GDPR).
We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:
∙Obtaining management representations regarding the adequacy of procedures in place;
∙Inspecting any correspondence with regulatory authorities in relation to the above areas;
∙Making enquiries to management regarding any significant matters arising or potential litigation; and•
∙Reading the minutes of meetings of those charged with governance.
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur.
The areas identified in the discussion were:
∙The risk that management may be incentivised to overstate revenue, particularly in relation to year end cut off; and
∙Manipulation of the financial statements to increase revenue and/or profits via fraudulent journal entries.
These areas were communicated to the other members of the engagement team not present at the discussion.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HAMMERSMITH MEDICINES RESEARCH LIMITED (CONTINUED)
The procedures we carried out to gain evidence in the above areas included:
∙Identifying and assessing the design and implementation of controls management has in place to prevent and detect fraud;
∙Testing of revenue transactions close to the period end to underlying documentation to ensure revenue has been recorded in the correct period; and
∙Testing of journal entries, in particular journal entries selected based on specific risk characteristics, to ensure they had a proper business purpose.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
103 Colmore Row
B3 3AG
28 May 2026
Page 12
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JULY 2025
Page 13
BALANCE SHEET
AS AT 31 JULY 2025
Page 14
BALANCE SHEET (CONTINUED)
AS AT 31 JULY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 37 form part of these financial statements.
Page 15
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JULY 2025
Page 16
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 JULY 2025
Page 17
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
Page 18
ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 JULY 2025
Page 19
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
Hammersmith Medicines Research Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 02779946). The registered office address is 44 Cumberland Avenue, London, NW10 7EW.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis.
Background
As disclosed in the prior year financial statements for the year ended 31 January 2024, the group had experienced a marked decline in new trials, resulting in significant cashflow issues which threatened the going concern status of the group. The former owner, Dr M J Boyce, was at that time in advanced negotiations to sell 100% of the shares in the group to an investor whose intention was for the group to continue its operations.
Events during and after the period
On 1 August 2025, the sale of 100% of the shares in the Company was completed to NN Bidco Pty Ltd (ACN 623 536 247), an Australian proprietary limited company registered under the Corporations Act 2001. NN Bidco Pty Ltd holds, directly, 100% of the shares and voting rights in the Company and has the right to appoint or remove a majority of the board of directors.
As conditions of the sale, the shares in the subsidiaries, Trio Medicines Limited and Hammersmith Medicines Research (Properties) Limited, together with intercompany balances, were transferred to the former ultimate controlling party, Dr M J Boyce, prior to the period end. Consequently, the group structure has changed, and the Company no longer has subsidiaries as at the date of signing these financial statements.
The new owner has the ability to provide financial support and cashflow assistance to the Company if required.
Assessment
The Directors have prepared detailed cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements. The forecasts reflect the Company’s current trial pipeline, anticipated revenues from contracted and forecast studies, expected operating costs and known capital expenditure commitments.
Background
As disclosed in the prior year financial statements for the year ended 31 January 2024, the group had experienced a marked decline in new trials, resulting in significant cashflow issues which threatened the going concern status of the group. The former owner, Dr M J Boyce, was at that time in advanced negotiations to sell 100% of the shares in the group to an investor whose intention was for the group to continue its operations.
Events during and after the period
On 1 August 2025, the sale of 100% of the shares in the Company was completed to NN Bidco Pty Ltd (ACN 623 536 247), an Australian proprietary limited company registered under the Corporations Act 2001. NN Bidco Pty Ltd holds, directly, 100% of the shares and voting rights in the Company and has the right to appoint or remove a majority of the board of directors.
As conditions of the sale, the shares in the subsidiaries, Trio Medicines Limited and Hammersmith Medicines Research (Properties) Limited, together with intercompany balances, were transferred to the former ultimate controlling party, Dr M J Boyce, prior to the period end. Consequently, the group structure has changed, and the Company no longer has subsidiaries as at the date of signing these financial statements.
The new owner has the ability to provide financial support and cashflow assistance to the Company if required.
Assessment
The Directors have prepared detailed cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements. The forecasts reflect the Company’s current trial pipeline, anticipated revenues from contracted and forecast studies, expected operating costs and known capital expenditure commitments.
Page 20
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
2.Accounting policies (continued)
Based on these forecasts, the Directors are satisfied that the Company has sufficient liquidity and financial resources to continue its operations and meet its liabilities as they fall due for the foreseeable future. Accordingly, the Company is considered able to operate as a stand-alone entity without reliance on financial support from its parent undertaking.
While the new parent undertaking has both the intent and the ability to provide financial support if required, the Directors have concluded that such support is not necessary for the Company to continue as a going concern. Therefore, the financial statements have been prepared on the going concern basis.
While the new parent undertaking has both the intent and the ability to provide financial support if required, the Directors have concluded that such support is not necessary for the Company to continue as a going concern. Therefore, the financial statements have been prepared on the going concern basis.
Revenue comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company's activities. Turnover is shown net of value added tax and rebates.
Revenue is attributable to testing products developed by the pharmaceutical industry. Revenue is invoiced at staged intervals when certain conditions are met during a particular study, as determined by the contract with the sponsor. At the completion of the particular study, a final reconciliation is undertaken to ensure that revenue is complete.
Revenue is recognised as project activity progresses on a stage of completion basis.
Since the Company undertakes all phases of medical research as and when required by customers they are included together as continuing operations in the statement of comprehensive income.
Where stage payments are received from sponsors in advance of services provided, the amounts are recorded as deferred income and included as part of creditors: amounts falling due within one year. Furthermore, where project activity exceeds invoices raised to date, the amounts are recorded as accrued income within debtors: amounts falling due within one year.
Revenue is attributable to testing products developed by the pharmaceutical industry. Revenue is invoiced at staged intervals when certain conditions are met during a particular study, as determined by the contract with the sponsor. At the completion of the particular study, a final reconciliation is undertaken to ensure that revenue is complete.
Revenue is recognised as project activity progresses on a stage of completion basis.
Since the Company undertakes all phases of medical research as and when required by customers they are included together as continuing operations in the statement of comprehensive income.
Where stage payments are received from sponsors in advance of services provided, the amounts are recorded as deferred income and included as part of creditors: amounts falling due within one year. Furthermore, where project activity exceeds invoices raised to date, the amounts are recorded as accrued income within debtors: amounts falling due within one year.
Research and development expenditure is written off to the statement of comprehensive income in the year in which it is incurred.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Page 23
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
2.Accounting policies (continued)
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.
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 the current and future periods.
In preparing the financial statements, the Directors have made the following significant judgements and estimates that have a material impact on the amounts recognised in the financial statements:
Stage of completion of projects (revenue recognition)
The Company recognises revenue from clinical trial services based on the stage of completion of individual projects in accordance with contractual deliverables agreed with sponsors. Judgement is required in determining the appropriate stage of completion at the reporting date, particularly where multiple deliverables or complex study protocols exist.
Estimation of impairment of tangible fixed assets
The Company reviews the carrying values of its tangible fixed assets for indicators of impairment at each reporting date. Where indicators exist, the recoverable amount of the asset is estimated, being the higher of value in use and fair value less costs of disposal.
Page 24
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
3.Judgements in applying accounting policies (continued)
The Company recognises a debtor in respect of Research and Development Expenditure Credits (RDEC) relating to qualifying expenditure incurred during the period. The estimation of this balance requires judgement in determining the eligibility of expenditures, the applicable rates under the legislation, and the timing and manner of recovery of the credit.
Analysis of turnover by country of destination:
Page 25
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
10.Taxation (continued)
There were no factors that may affect future tax charges.
Page 29
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
Page 33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
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Page 34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
Profit and loss account
During the period, the Directors identified two errors relating to the prior financial year. In accordance with FRS 102 Section 10 – Accounting Policies, Estimates and Errors, these errors represent prior period errors and have therefore been corrected retrospectively by restating the comparative figures. The adjustments have no impact on the current year profit.
Adjustment 1 – Revenue and Cost of Sales
In the prior year, revenue and cost of sales in respect of clinical trial activities were incorrectly grossed up. Following a reassessment of the contractual arrangements and the nature of the Company’s obligations, the Directors concluded that the Company was acting as an agent rather than a principal in relation to the pass through trial costs.
In accordance with FRS 102 Section 23 – Revenue, when acting as an agent, the Company’s revenue should reflect only the net amount retained, rather than the gross inflow of economic benefits. As a result, revenue and cost of sales were overstated in the prior year financial statements.
The comparative figures have been restated to reflect the Company’s role as agent. This resulted in a decrease in revenue of £3,110,865 and a corresponding decrease in cost of sales of £3,110,865. The net impact on profit before taxation and retained earnings is nil.
Adjustment 2 – Valuation of Land and Buildings
In the current period, the Company’s land and buildings were revalued by management’s independent valuers to £4,000,000, fully attributable to the land, resulting in the recognition of an impairment charge of £6,377,628.
The Directors have assessed the valuation methodology, assumptions and underlying market data used by the independent valuers and concluded that the economic conditions, asset characteristics and valuation inputs were materially the same at the end of the prior financial year. There were no significant changes in market conditions or asset use between the prior and current year that would justify a different valuation at the prior year end.
Adjustment 1 – Revenue and Cost of Sales
In the prior year, revenue and cost of sales in respect of clinical trial activities were incorrectly grossed up. Following a reassessment of the contractual arrangements and the nature of the Company’s obligations, the Directors concluded that the Company was acting as an agent rather than a principal in relation to the pass through trial costs.
In accordance with FRS 102 Section 23 – Revenue, when acting as an agent, the Company’s revenue should reflect only the net amount retained, rather than the gross inflow of economic benefits. As a result, revenue and cost of sales were overstated in the prior year financial statements.
The comparative figures have been restated to reflect the Company’s role as agent. This resulted in a decrease in revenue of £3,110,865 and a corresponding decrease in cost of sales of £3,110,865. The net impact on profit before taxation and retained earnings is nil.
Adjustment 2 – Valuation of Land and Buildings
In the current period, the Company’s land and buildings were revalued by management’s independent valuers to £4,000,000, fully attributable to the land, resulting in the recognition of an impairment charge of £6,377,628.
The Directors have assessed the valuation methodology, assumptions and underlying market data used by the independent valuers and concluded that the economic conditions, asset characteristics and valuation inputs were materially the same at the end of the prior financial year. There were no significant changes in market conditions or asset use between the prior and current year that would justify a different valuation at the prior year end.
Page 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
22.Prior year adjustment (continued)
Accordingly, the Directors determined that the land and buildings were materially overstated in the prior year financial statements and that the valuation of £4,000,000 should have been reflected at that date. The comparative figures have therefore been restated to recognise the impairment in the prior year.
This adjustment resulted in a reduction in the carrying value of property, plant and equipment of £6,377,628 and a corresponding reduction in retained earnings at the beginning of the current period.
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,487,462 (2024 - £920,863). Contributions totalling £74,068 (2024 - £83,422) were payable to the fund at the balance sheet date and are included in creditors.
Page 36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
During the period ended 31 July 2025, the ultimate controlling party was Dr M J Boyce MD FRCP FPM HonFBPhS, who held 100% of the ordinary share capital of the company.
On 1 August 2025, Dr M J Boyce sold 100% of the shares in the company to NN Bidco Pty Ltd (ACN 623 536 247), an Australian proprietary limited company. From that date, NN Bidco Pty Ltd became the immediate parent company, holding directly 100% of the shares and voting rights in the company and having the right to appoint or remove a majority of the board of directors.
The ultimate controlling party from 1 August 2025 is Napa Holdco Pte. Ltd (Registration number 202136371H). Napa Holdco Pte. Ltd is an entity owned by funds managed or advised by Blackstone Inc and its affiliates.
On 1 August 2025, Dr M J Boyce sold 100% of the shares in the company to NN Bidco Pty Ltd (ACN 623 536 247), an Australian proprietary limited company. From that date, NN Bidco Pty Ltd became the immediate parent company, holding directly 100% of the shares and voting rights in the company and having the right to appoint or remove a majority of the board of directors.
The ultimate controlling party from 1 August 2025 is Napa Holdco Pte. Ltd (Registration number 202136371H). Napa Holdco Pte. Ltd is an entity owned by funds managed or advised by Blackstone Inc and its affiliates.
Page 37