2024 Annual Report
Diaceutics PLC | 2024 Annual Report
2
Diaceutics PLC | 2024 Annual Report
Contents
01 Strategic report
4
Financial and commercial highlights
7
Growing with purpose
9
Overview of our services
12
Board Chair review
14
Our strategy
15
Chief Executive Officer review
19
Chief Financial Officer review
25
Environmental, social and governance
40
Risk management
42
Principal risks and uncertainties
46
Stakeholder engagement and S172
02 Corporate governance
51
Meet the Board
54
Corporate governance report
54
Board of Directors – Governance
58
Application of QCA principles
61
Remuneration Committee report
68
Audit and risk committee report
70
Directors’ report
72
Statement of Directors’ responsibilities
in relation to the financial statements
73
Independent Auditor’s report
03 Group and Company financial statements
82
Group profit and loss account
82
Group statement of comprehensive income
82
Group earnings per share
83
Group statement of financial position
84
Company statement of financial position
85
Group statement of changes in equity
86
Company statement of changes in equity
87
Group statement of cash flows
88
Notes to the financial statements
122
Corporate information
US headquarters, Jersey City
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
3
Diaceutics PLC | 2024 Annual Report
Strategic
report
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
4
Diaceutics PLC | 2024 Annual Report
Financial and commercial highlights
“2024 has been a year of successful execution, commercial acceleration,
and strong financial performance and growth for our business.”
— Ryan Keeling, CEO
Very strong financial and
commercial momentum
delivered in FY 2024
including successful
launch of PMx solution,
which has continued
into 2025
Order book of £24.9 million
at 31 December 2024
(£26.5 million at
31 December 2023) and
Annual Recurring Revenue
(ARR) of £16.8 million at
31 December 2024
(£13.7 million at 31 December
2023) provides good revenue
visibility to support continued
strong growth in 2025
Revenue grew 36% to
£32.2 million in FY 2024
(FY 2023: £23.7 million)
Strong growth in
Adjusted EBITDA to
£4.2 million (FY 2023:
£2.8 million)
Strong balance sheet
with cash of £12.7 million
at 31 December 2024
and £15.8 million at
31 March 2025
F I N A N C I A L H I G H L I G H T S
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
5
Financial highlights
£000’s
2024
2024
2024
2024
2024
2024
2024
2024
2024
2024
2024
2024
2024
2023: not reported
2023
2023
2023
2023
2023
2023
2023
2023
2023
2023
2023
2023
Revenue
Annual Recurring
Revenue (ARR)**
Order book visibility
for next 12 months
Adjusted EBITDA*
EBITDA margin
Adjusted EBITDA margin
Loss before tax
Gross profit
Gross profit margin
EBITDA*
Cash and cash equivalents
Net Revenue
Retention (NRR)**
Revenue growth constant
currency basis
Order book
16,801
17,715
4,206
7%
13%
(1,908)
28,270
88%
2,259
12,744
109%
39%
24,930
2024
2023
32,158
23,699
13,662
12,334
2,802
7%
12%
(2,438)
19,706
83%
1,754
16,667
19%
26,517
+20
ppts
+5
ppts
+1
ppt
* EBITDA is earnings before interest, tax, depreciation and amortization. Adjusted EBITDA removes share-based payment charges and once-off exceptional items.
** Annual Recurring Revenue (ARR) is the value of recurring subscription revenue at a specific point in time that is expected to be recognized from contracts over the next twelve months.
Net Revenue Retention (NRR) is the net percentage increase in customer ARR over twelve months.
+23%
+44%
+50%
+36%
+43%
+22%
– 6%
+29%
– 24%
Financial and commercial highlights (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
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Commercial highlights
Continued progress across our key value drivers and expansion of our team
Secured three new multi-year enterprise-wide engagements in FY 2024 with a total ARR of £4.3 million
Total of seven enterprise-wide engagement customers working with Diaceutics during 2024 across 32 therapeutic brands,
with a total ARR of £10.6 million as at 31 December 2024 (four enterprises with a total ARR of £7.0 million at 31 December 2023).
First commercialization partner engagement (PMx) signed and worth £4.3 million over first 18 months to December 2025.
This was subsequently superseded in March 2025 where the total contract value was enhanced up to £13.0 million
including autorenewal extensions to September 2028.
DXRX Signal identified more than 600,000 patients in 2024 across the US
Enhanced platform scale and capabilities, including cutting edge AI continues to improve customer experience and service
Diaceutics is working with 18 of the top 20 global pharma companies (FY 2023: 17 of top 20)
Diaceutics worked with a total of 52 customers and 85 therapeutic brands in FY 2024, an increase of 18% and 23%
respectively (FY 2023: 44 customers and 69 therapeutic brands)
Increased sales presence in US during FY 2024 including opening US HQ in January 2025 to accelerate future growth plans
April 2025 YTD Trading & Outlook
Strong commercial momentum delivered in FY 2024 has continued into 2025 with the Total Contract Value of sales for
April 2025 YTD up 93% to £18.7 million, revenue up 35% to £8.4 million and cash of £13.7 million as at 30 April 2025
Trading in 2025 to date is on track to deliver the Company’s return to profitability in FY 2025
The precision medicine market opportunity is significant and growing, with 48 new therapeutic brands receiving FDA
approval in 2024, up 71% on 28 in 2023***
We are closely monitoring the current macro-economic uncertainty in the US and how this could impact our customers
The success of the Company’s current strategy and financial strength provide the Board with confidence that the
growth & profitability targets for 2025 are on track to be delivered
*** Source: Precision Medicine Online – Precision Medicine in 2024: Field at a ‘Tipping Point’ From Niche to Mainstream.
US headquarters, Jersey City
Financial and commercial highlights (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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I
n 2025, just as in 2005 when Diaceutics was founded, patients
need three things: the right diagnostic to identify the specifics of
their condition, a well-matched therapy to treat it, and a smart way
to ensure that these come together at the moment of need.
Diaceutics was built on the belief that better
integration between diagnostics and therapy
development will transform patient outcomes.
Over the past two decades our team has
sought to blend science, technology and data
to better connect diagnostics with innovative
pharma companies providing therapies, and
the physicians prescribing them.
This approach has set Diaceutics on a trajectory that is redefining
therapy commercialization – delivering more of the right treatments
to the right people at the right time and enhancing patient outcomes.
Growing
with
purpose
“The most sophisticated, potentially life-changing
therapy will not help a single patient if it does
not have a diagnostic and commercialization
pathway to deliver it to those who need it.”
—Ryan Keeling, CEO
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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It’s been a mission with measurable results – helping more patients
access life-changing treatments while fueling growth year after
year. Since 2005, with the support of its investors, Diaceutics has
evolved from a niche consulting service provider to a trusted
commercialization partner, with a data and technology-led offering
delivering high recurring revenue growth with an ever expanding
number of biopharma customers and therapy brand teams.
Meanwhile, the industry landscape continues to change. We’re
seeing a major shift away from one-size-fits-all treatment towards
personalized and other diagnostically-informed therapies. With
these changes comes increasing demand for integrated diagnostic
data that enables segmentation of patient populations for more
tailored treatments.
Our unique advantage
With AI accelerating progress, our deep industry expertise and twenty
years of trust established with the world’s top biopharma, diagnostics
and healthcare leaders, we’re ready to meet this demand. We’re
uniquely positioned to help our global customers bring therapies to
market with greater speed, efficiency, and accuracy than ever before.
We’re built differently to our competitors, and we truly understand
the people we serve. We’re mission-based, relentless, and proudly
unconventional; an international team of commercialization
strategists, scientists, researchers, data analysts, and technologists
armed with a proprietary suite of products and services.
Unparalleled diagnostic data. A unique global lab network. World-class
commercialization expertise. All carefully delivered as a proprietary,
end-to-end range of powerful, integrated commercialization solutions
which upend legacy models and approaches.
As we celebrate our milestone twenty years, we’re primed to support
our customers as a fully-fledged, end-to-end and integrated
commercialization partner; turning complexity into clarity, maximizing
commercial potential, and ultimately, unlocking more life for patients.
As ever, this work demands a careful focus on the right activities.
2025 will see us conclude a period of planned investment with
some notable exceptions: continued investment in AI technology
and sales; an increased presence in the US market, and the launch
of a bold new brand identity that’s designed to communicate our full
value to customers – in the precision era and beyond. Stay close by
following us on LinkedIn.
Diaceutics has evolved from a niche
consulting service provider to a trusted
commercialization partner, with a data and
technology-led offering delivering high
recurring revenue growth.
Growing with purpose (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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With a twenty-year track record of supporting the world’s top pharma companies with
market-leading services and technology, Diaceutics is well positioned for further growth.
Our impact so far has been focused on streamlining commercialization and optimizing
therapy uptake. We’ve helped countless pharma and biopharma leaders navigate complex
commercial challenges, maximize the success of their therapies and ensure more patients
receive life-changing treatments. We’ve done this by combining science, technology, and
data and by staying close to our customers.
Focusing on our customers
As the healthcare landscape continues to evolve, with increasing reliance on precision
medicines and other diagnostically-informed treatments, we remain committed to
anticipating the needs of our customers.
At the end of 2024, we undertook an external research initiative led by our marketing team.
The findings revealed that while our capabilities are highly valued, many customers are
unaware of their full breadth and potential. In response, and as part of our ongoing brand
development work, we have taken a strategic step to evolve how we communicate our
offering to the market that will strengthen our position as a client-centric and innovative
end-to-end commercialization partner.
Overview
of our services
At the heart of this is our new integrated commercialization model, PMx, a tailored suite of
solutions that’s designed to support every stage of drug commercialization, from clinical
trial success and pre-launch strategy all the way to post-market optimization. It’s informed
by our extensive market knowledge and carefully structured around customer needs to
optimize engagement and accelerate therapy adoption.
Our AI-driven technology, unparalleled diagnostic data, unique global lab network, and
world-class commercialization expertise remain core. This approach makes it easier for
clients to tap into the right support – wherever they are on the commercialization journey.
Commercialization reimagined
PMx is an insight-led and expert-built precision commercialization model that
reshapes how therapies reach market – because yesterday’s approach won’t unlock
tomorrow’s potential.
From identifying gaps in testing practices to analyzing prescriber patterns and engaging
optimally, PMx brings together the essential components to ensure therapies reach patients
faster, more cost-effectively, and with measurable impact.
Aligned precisely to the needs of the commercialization path
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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At the heart of PMx is our proprietary multi-modal data. Created to inform smarter, faster
decisions at every step. With this intelligence, strategy, expertise, and delivery are aligned
precisely to the needs of the commercialization path – no more, no less.
Built for therapies that demand more than a one-size-fits-all approach, PMx is modular,
responsive, and structured to flex across scope – delivering the right level of support for
commercialization across the US market. And with a range of commercial models – from
milestone-based to outcome-driven – it reflects a true partnership approach.
Using our personalized integrated commercialization model:
We fix testing – We have unique data expertise and engagement solutions to fix
inefficiencies in the testing landscape.
We find patients – Our data-first approach enables us to help our customers find
patients at precisely the right time to positively impact testing and treatment decisions.
We engage physicians – Through digital and expert exchange outreach we can
reach physicians with “just in time” educational messages within 24 hours of a positive
testing event.
Our integrated commercialization model can consist of some or all of the following
solution-oriented offerings, each contributing to faster, smarter and more scalable
routes to peak market share.
• Accelerate establish clinical foundations for therapy success
• Map the testing and healthcare landscape
• Build internal launch readiness
• Navigate regulatory and market access complexity resolution
• Optimize the market for launch
• Target precision targeting of physicians and patients
• Drive treatment adoption and deepen engagement
• Maximize commercial performance.
Accelerate
The readiness phase establishing the
foundation for therapeutic success
Designed to drive success at the earliest
and most critical stages of therapeutic
development.
Map
Replacing uncertainty with clarity
through real-world intelligence
By turning data into actionable insights,
MAP removes the guesswork from
market entry, ensuring every therapy is
positioned for success before it even
reaches the starting line.
Build
Empowering commercial teams
to lead with confidence
With a focus on internal alignment
and capability, BUILD ensures that
commercialization teams are fully
prepared – scientifically, strategically,
and operationally - before a therapy
enters the market.
Navigate
Clearing the path from regulatory
approval to patient access
Equips biopharma teams with the
intelligence, strategy, and regulatory
insight needed to accelerate access,
secure reimbursement, and optimize
market positioning.
Optimize
Making sure therapies thrive from day one
By combining go-to-market planning, lab
and physician enablement, and precision
execution tactics, OPTIMIZE ensures the
market is fully primed for therapy launch,
removing last-mile barriers, and ensuring
that commercial execution strategies
align with real-world adoption dynamics.
Target
Supporting the right activities in
the right place at the right time
Using real-time Signal triggers and our
multi-modal data engine, TARGET helps
identify and prioritize the highest-value
market segments at speed, ensuring
therapy adoption efforts are directed
where they will have the greatest impact.
Drive
Ensuring therapies continue to thrive,
scale and reach patients who need them
Ensures therapy adoption momentum is
sustained post-launch, focusing on
ongoing physician and lab engagement,
education, refinement and optimization
strategies.
Maximize
The never-off switch for
commercial performance
Equips pharma and biotech teams
with the intelligence, tools, and tactical
frameworks to refine what’s working,
fix what isn’t, and keep therapies
front-of-mind long after launch.
Overview of our services (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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Integrated Commercialization Solution (PMx)
ACCELERATE
Clinical trial
success
MAP
Unique insights
and analysis of
the healthcare
landscape
BUILD
Internal launch
readiness
NAVIGATE
Regulatory and
market access
complexities
OPTIMIZE
Market for
launch
TARGET
Market
segments
DRIVE
Market
adoption
MAXIMIZE
KPIs, measure,
learn and
optimize
• Signal
• Physician
Engage
• Lab Engage
• Precision
Medicine
Engagement
Experts
• Partner
Success
• Expert
Exchange
• Lab
Segmentation
• Testing Rate
Tracker
• Physician
Segmentation
• Market Access
• Practice Gaps
Identifier
• Partner
Success
• Competitive
Intelligence
• 6A™ Precision
Medicine
Strategic
Landscape
• Educational
Workshops
• Tactical
Playbooks
• Competitive
Intelligence
• Strategic
Framework
• Precision
Medicine
Induction
• Precision
Medicine
Engagement
Experts
• Market
Access
• Scientific
Engagement
• Regulatory
Insights
• Practice Gaps
Identifier
• Signal
• Physician
Engage
• Strategic
Framework
• Verification
in a Box
• Scientific
Studies
• Expert
Exchange
• Lab Engage
• Precision
Medicine
Engagement
Experts
• Tactical
Playbook
• Signal
• Physician
Engage
• Lab
Segmentation
• Testing Rate
Tracker
• Physician
Segmentation
• Competitive
Intelligence
• Signal
• Physician
Engage
• Lab Engage
• Precision
Medicine
Engagement
Experts
• Expert
Exchange
• Scientific
Studies
• Verification
in a Box
• Competitive
Intelligence
• Signal
• Physician
Engage
• Practice Gaps
Identifier
• Competitive
Intelligence
• Testing Rate
Tracker
• Lab
Segmentation
• Physician
Segmentation
• Education
& Training
Overview of our services (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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BOARD CHAIR REVIEW
I’m delighted to reflect on another year, our twentieth as a business, where our team has
delivered on our financial and strategic goals, with passion, purpose and diligence. Given the
exceptionally high expectations of our customers, trust and credibility are not just buzzwords
for Diaceutics; they are deeply embedded in our culture and critical to our continued success.
By continuing to create innovative solutions that simplify the complex challenges our
customers face and by navigating geopolitical and global health crises, we have earned our
reputation as an honest, resilient and insightful partner – not just another service provider.
I’m confident that our ability to adapt, evolve and anticipate customer needs, while
staying true to our mission – to give more patients access to the right tests and therapies
when they need them – will remain a cornerstone of our future success for the next
twenty years and beyond.
Our commitment to governance and social responsibility
Our credibility is fundamentally rooted in strong governance and a deep sense of social
responsibility. Since our inception, we’ve worked diligently to align our governance
structures with the high standards expected by our diverse stakeholders – from customers
and shareholders to the entire Diaceutics team. This alignment has brought a high level of
transparency and accountability that reinforces our position as a trusted and reliable partner.
Our approach to governance is anchored in effective risk management, ensuring that
we remain resilient in an ever-changing world. Initiatives such as recent Board changes,
monthly Town Halls, all-company meetings, and robust leadership structures contribute
to decision-making that is purposeful, transparent, and inclusive across the organization.
Leading with purpose.
Delivering with impact.
Credibility: the foundation of our success
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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During 2023 and 2024, we made several strategic leadership enhancements to support
our continued growth. I transitioned from CEO to Chair of the Board. To further strengthen
the Board, Cheryl MacDiarmid joined with significant frontline experience in Pharma
commercialization, Jordan Clark, Chief Data Officer, was promoted to the Board, adding
deep expertise in AI-driven data insights, and Graham Paterson was appointed Senior
Independent Director (SID). Together, the team’s collective experience ensures we are
well-equipped to meet the evolving needs of our Pharma customers and Lab partners
while continuing to nurture our unique company culture.
From vision to expanded ambition
Over the past two decades, as our expertise and credibility have grown, so too has our
ambition. We realized early on that we could do more than simply advise pharma on how
diagnostics can bring value through better data, improve return on investment, and deliver
more effective treatments to patients. The real opportunity to make the biggest impact
was in building and managing the solutions ourselves.
A turning point towards this opportunity came when a significant cohort of pharma
companies – faced with the task of fixing the gaps in patient testing – began asking,
“Who is actually going to fix this?” At that moment, we saw that Diaceutics wasn’t just an
informed voice in the conversation – we were best placed to lead the change. The trust
we had built became our capital; we had earned permission to think bigger.
These initial conversations with leaders from the heart of pharma and diagnostics have
ultimately led to Diaceutics’ defining offering; a powerful integrated commercialization
solution that has the needs of our customers, their patients, and the wider evolving industry
at its core. It demonstrates not only the scale of our ambition but also our readiness to lead
a movement that is reinventing drug commercialization for the benefit of all.
Built for what’s next
Looking ahead, I feel both confident and energized about the long-term future. As the
industry increasingly recognizes the essential role diagnostics play in guiding treatment
decisions and expanding access to therapies, Diaceutics stands uniquely prepared –
not by chance, but by design – to lead this transformation.
From the very beginning, Diaceutics was purposefully structured to anticipate and enable a
future where every patient benefits from a tailored diagnostic journey. While our leadership
in oncology and rare diseases is well established, we are already expanding this impact
across neurology, cardiovascular disease, and infectious
diseases; helping unlock diagnostic pathways that have, until
now, been underdeveloped.
Innovation has always been embedded in our DNA. Over the
next five years, our mission is clear: to continue innovating at the
cutting edge of precision medicine as it becomes the predominant
commercialization model, delivering greater value to our customers
and, most importantly, improving outcomes for patients. We will do
so while protecting the strong governance and financial discipline
that have underpinned our success for the past two decades.
At Diaceutics, innovation at the front line of our customer needs is not just a goal – it’s a
culture. It’s a space where bold thinking is encouraged, creativity is nurtured, and our
team is empowered to push boundaries. We’ve spent the last twenty years building the
capabilities, credibility, and culture to reshape therapy commercialization – putting the
Company in the right place at the right time. Now we begin to unlock what’s really possible.
We recognize that the first few months of 2025 have introduced some significant economic
uncertainties as policies and historical norms shift, particularly for the pharmaceutical
industry and in the US which represents the Company’s biggest customer and geographical
concentration. The Board and management team do not currently expect a direct impact
from the recent tariff announcements. That said, the degree to which tariffs or other
regulatory changes increase uncertainty and impact global business confidence negatively,
is likely to be more important than any direct consequences of the tariffs themselves.
However, we continue to monitor the risks and opportunities that may arise from economic
changes, and we are confident we have the ability and agility to manage all eventualities.
We remain confident in the unique and differentiated value we bring to our customers
– unlocking more life for patients. The Board believes that the current strategy and financial
strength of the Company is robust and can sustain any short-term disruptions to
established market conditions and that the Company’s growth prospects remain strong.
Peter Keeling
Chair
13 May 2025
Board Chair review (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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The next three years
Our strategic goal
As ever, our strategy for the next three years is guided by our purpose. At Diaceutics we
strive to ensure that every patient, regardless of the therapeutic area, gets the opportunity
to receive the right diagnostic test and the right therapy at the right time, to positively
impact their disease outcome.
Over the next three years, we’ll support this aim by forging closer partnerships with
Biopharma companies so that we are the best-in-class choice to help them commercialize
their therapies.
In addition, we’ll leverage our core expertise in finding patients who are eligible for
personalized therapeutic interventions. Together, these activities disrupt established drug
commercialization routes and will enhance returns on capital invested for those
developing new therapeutics.
Our work will be focused over the next three years, as follows:
Repositioning as a full
commercialization partner
of our activities will focus on repositioning
Diaceutics as a commercialization
partner to the pharma industry.
Our key areas of focus will include retaining
existing customers, scaling data analytics,
improving productivity, expanding our lab
network, and increasing revenue per brand.
Solidifying
our role
of our activities will be focused on cementing
Diaceutics’ role as an integrated commercialization
partner for forward-thinking pharma leaders.
To do this, we’ll work to expand our
commercialization portfolio, grow our revenue
streams, and drive innovation through strategic
incubators and partnerships.
Patient
engagement
of our activities will be focused on expanding
our reach to engage more of the patients
who need diagnostically-enabled therapies.
Engagement will be driven by the launch of
a pioneering direct-to-patient product that
serves the needs of three key patient pathway
stakeholders; labs, physicians, and patients.
70%
20%
10%
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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After my first full year as CEO, I’m pleased to report that we’ve made significant progress
against plan and are recording our fourth consecutive year of hitting, or exceeding, our
ambitious targets.
Thanks to our extraordinary people, 2024 has been a year of successful execution,
commercial acceleration, and strong financial performance and growth for our business.
With a clear focus and a commitment to our purpose – accelerating access to innovative
treatments for those who need them most – we have made significant progress during
2024, with the investments to date clearly positioning us as a tech-driven business with
high recurring revenues.
While we continue to invest with prudence, the progress in 2024 sees our intensive
investment phase in the rearview mirror as we target a return to profitability in 2025.
A standout milestone was the launch of our integrated commercialization partner agreement
(PMx), and the signing of our first contract, the culmination of years of dedicated effort.
This achievement underscores our ability to provide customers with end-to-end
commercialization solutions that address unmet needs, while continuing to perform
and driving our future growth.
Our first PMx contract was signed in August 2024 and was worth £4.3 million over the
first 18 months. This was subsequently superseded in March 2025 when the therapy was
licensed to Partner Therapeutics, who retained our PMx commercialization solution and
extended the term. The new contract saw the total contract value increase to £13.0 million,
including £1.5m realized under the previous contract, and the end date including auto
renewal clauses extended out to September 2028.
We are excited about being able to offer our customers this fundamentally better way to
commercialize their innovative treatments so that more patients can benefit from the
right testing and the most appropriate therapy for their needs. In 2024, our DXRX Signal solution
identified over 600,000 patients who could be treated by our pharma customer therapies.
Delivering on our promises
CHIEF EXECUTIVE OFFICER REVIEW
Powering ahead
Our transformational journey continues…
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
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2024 also saw significant investments in our sales and marketing functions. I’m delighted to
see that these efforts, which will continue into 2025, are already delivering results. Early
commercial traction has exceeded expectations, translating into immediate top-line growth.
Another crucial advancement has been the diversification of our sales channels, including
a series of successful commercial data partnerships that pave the way for an accelerated
and scalable route to market. This initiative has enabled us to supplement our core
sector growth with strategic collaborations that expand
Diaceutics’ US commercial reach through data
marketplaces and partner sales channels in a co-selling
model. In 2024 these sales channels delivered £1.1 million
of new revenue, to new customers, and commercializing
previously untapped segments of our data asset. We
continue to incubate and grow these channels in 2025
and beyond.
Strong leadership
The exceptional performance and dedication of our
leadership team has been instrumental in driving our
success. In 2024, we financially outperformed our peers
and the market, proving the resilience of our strategy in a challenging macroeconomic
environment. Our Board and senior leadership’s strategic direction, laser-focused on
maintaining proximity to customers and deep market understanding, has allowed us to
remain agile, make well-informed investments, and maintain our strong performance and
growth trajectory.
Investment in talent and culture
As we approach our milestone twentieth anniversary, our people remain at the heart
of our success and 2024 was a year of significant investment in talent. We welcomed
Sandra Blake as our Chief People Officer, a key addition that reflects our commitment to
maintaining our purpose-driven culture and leveraging the skills and passion of our people.
Additionally, we made strategic hires – particularly in the US – to enhance our commercial
capabilities and also opened the doors at our new US office, in New Jersey. The rapid
and decisive recruitment of key VP-level executives in 2024 had a tangible impact on our
performance, enabling us to execute our commercial strategy more effectively and
putting us in a strong position to accelerate and grow in the US market.
Meet our new senior managers
• Sandra Blake, Chief People Officer
• Kerri Donaldson, promoted to VP Customer Operations
• Amie McNeice, VP Marketing
• Ken Ruppel, VP Scientific & Medical Services
• Marianna Sciortino, promoted to VP Sales
• Madeline Brown, promoted to VP Chief of Staff
• Gosia Leitch, VP Engagement Solutions
• Scott Phillips, VP Real World Data.
A focus on our purpose continues to be a core strength that drives engagement and
performance. Our ongoing investment in culture, consistent communication of our strategic
goals and KPIs, and sound leadership, ensure that every team member understands how
their contributions ladder up to our broader success.
A key structural enhancement at the beginning of my tenure as CEO was the establishment
of the CEO Office, including the appointment of a VP Chief of Staff. This move has been a
significant enabler for both strategic execution and organizational agility, allowing me to
remain deeply connected to the operational and commercial realities of the business as
we grow and scale.
Performing and growing in a dynamic market
The healthcare and diagnostics landscape continues to evolve, presenting significant
opportunities for our business, particularly in the US. Our research tells us that up to
60 per cent of therapies being developed are precision medicines or diagnostically-
informed treatments. Our unique capabilities, including our AI-driven technology and
platform, proprietary global lab network and targeted physician engagement, integrate
to give us a powerful commercialization solution. We stand positioned to capture an
expanding market opportunity. By leveraging these assets and capabilities effectively,
we are continuously driving greater adoption of our solutions and strengthening our
competitive edge.
This is most readily demonstrated in the three enterprise-wide engagements secured
in 2024, one of which was a PMx contract, taking the number of enterprise-wide
engagements to seven and the ARR of these to £10.6 million.
Chief Executive Officer review (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
17
Precision Medicine → Diagnostically Powered Therapies
The therapy market currently described by pharma and biotech as precision medicine is
both significant and expanding, with 48 new precision therapeutic brands receiving FDA
approval in 2024 – up 71% from 28 approvals in 2023. Within this category, we are proud
to count 18 of the world’s top 20 pharma companies as clients, having supported 56 of
their brand teams to successfully commercialize innovative treatments during 2024 alone.
In total, we work with 85 “on-market” brands currently labeled as precision medicines –
approximately a third of the total precision medicine portfolio.
Yet this is only the beginning.
While the continued growth of labeled precision medicine offers meaningful expansion
potential, an even greater opportunity lies in the broader universe of diagnostically powered
therapies – those therapies whose success depends on diagnostic insight, even if not currently
classified under the precision medicine banner. We are actively expanding into this larger
market, supporting both “on-market” and clinical-stage therapies across central nervous
system, cardiovascular, autoimmune, and infectious disease areas – where diagnostic intelligence
is fast becoming critical to treatment access, reimbursement, and patient outcomes. We believe
that this market could consist of up to 1,000 diagnostically powered therapies by 2030.
Maximizing our lab network
Our lab network remains a key differentiator, both as a source of valuable data and as
a critical enabler of our products and services. While historically the focus has been on
expanding the number of laboratories in the network, we have now reached a point of
stability that allows us to optimize and maximize its value. Moving forward, we expect
a strategic refinement of the network, with a particular emphasis on strengthening our
presence in the US, where we see the greatest growth potential.
Scaling and enhancing our capabilities
One of the most significant investments we made in 2023 and 2024 has been the scaling
of our data capabilities. We are particularly excited about the potential of multi-modal
data insights to further strengthen our ability to integrate disparate datasets. Our unique
multi‑modal data insights engine transforms fragmented, siloed data into actionable
intelligence that drives commercialization success for our customers. Unlike traditional data
sources that capture only part of the patient journey, this approach integrates diagnostic,
insurance claims, laboratory, and electronic medical record data to capture the full patient
journey – from biomarker testing through to treatment decisions.
Developing our tech platform: seamless integration and
enhanced user experience
“It’s not just about giving our customers data, it’s about how we bring it together so
they can derive insight and directionality from it. It’s now less about data wrangling and
more about customers using data to really drive their businesses.”
We have successfully built an infrastructure that allows us to provide data-driven insights
at scale without adding significant resource burdens. The strategic application of AI in 2024
has played a pivotal role in enhancing our ability to automate processes, innovate products,
and deliver superior service to our customers. Our unique, AI-driven tech platform has
continued to evolve through 2024, with a strong emphasis on customer-led development,
including the integration of our platform into customer tech stacks, which delivers significant
resource economies to our customers and enhances our “stickiness” as a trusted partner.
Our team continues to provide expert insights and enable customers to derive new value
from our data. Our advisory team has proven to be a key differentiator for Diaceutics in the
marketplace and we continue to benefit from the analysis they provide.
Additionally, we have made significant progress in data visualization and dashboarding
capabilities, making it easier for customers to extract actionable insights from multi-modal
data. We remain committed to the idea that our business is not just about giving customers
data, it’s about how our proprietary AI tech stack brings it together so that they can derive
insight and directionality from it. The latest enhancements not only improve user experience
but also reinforce our unique value proposition in the market; transforming complexity and
unlocking possibility for those we serve at every stage of therapy development, right to the
last and most important; the patient.
By providing our customers with access via our tech platform to a uniquely unified and
powerful data engine, we create the ideal conditions to achieve a successful transition to
a high recurring revenue model.
Balancing growth and financial discipline
As we look ahead, we remain committed to accelerating growth – both through organic
expansion and strategic mergers, acquisitions and/or partnerships. We see significant
untapped potential in our business and recognize the opportunities that selective inorganic
growth can bring.
Chief Executive Officer review (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
18
At the same time, we are mindful of maintaining a disciplined approach and are committed to
striking a careful balance between investing for future growth and delivering strong financial
results to our shareholders. As ever, this requires prudent decision-making to ensure we meet
our commitments while seizing opportunities that will create sustainable long-term value.
2025 and beyond
“Much like the path walked so far, the roadmap ahead is one of disciplined execution”
A continued focus on performance, growth and profitability
As we look to 2025, our primary objectives remain clear: from delivering sales and
revenue targets and growing our bottom line, to accelerating commercial success, further
embedding our technology and expertise into customer workflows, fostering strategic
partnerships and ensuring patients get the right tests and treatments.
AI is playing an increasingly significant role in the business and we are seeing considerable
benefits from our agentic AI solution and our emerging multimodal data offering. With all of
this we remain focused on our recurring revenue model, and our US expansion, which will
remain key priorities, supported by continued investment in talent and infrastructure.
April 2025 YTD trading
The first four months of 2025 have seen us carry over the very strong momentum from
2024 and capitalize on the expanding opportunity in front of us.
Strong demand for our DXRX insight and engagement solution products is driven
by customer success. Total contract value of sales closed in April 2025 YTD grew 93% to
£18.7 million, revenue grew 35% to £8.4 million and cash was £13.7 million as at 30 April
2025. Our 2025 YTD Adjusted EBITDA is performing in line with management expectations.
Looking to the future
“With a clear vision, a dynamic team, and a commitment to staying close to our
customers, we are well-positioned to unlock the opportunities that lie ahead.”
We have started 2025 with good momentum despite the uncertain economic climate.
The leadership team is highly focused on delivering against our strategic objectives and
we are confident in our ability to drive continued performance and growth. With a clear
strategic vision, a dynamic team, and a strong focus in staying close to our customers, we
remain well-positioned to unlock the opportunities ahead.
We recognize that the first few months of 2025 have introduced some significant economic
uncertainties, especially in our key US market. We remain vigilant to these, actively seeking
market intelligence from our people, customers, suppliers and other stakeholders, and are
ready to quickly react to any risks or opportunities that may materialize.
We are closely monitoring the current macro‑economic uncertainty in the US and how this
could impact our customers. The success of the Company’s current strategy and financial
strength, and the sustained positive momentum in 2025 to date, serve to validate the
Group’s growth strategy and provide the Board with confidence that the growth and
profitability targets for 2025 are on track to be delivered.
We are focused on 2025 and the delivery of:
• Continued revenue expansion, particularly in high-margin recurring revenue solutions.
Notwithstanding the current US pharma economic uncertainties, we will target 25%
year-on-year revenue and annual recurring revenue growth.
• Discipline and focus, ensuring that investment is targeted at high-return opportunities,
AI technology is continually deployed to allow rapid innovation at scale, and costs are
managed through strong processes.
• Operational scalability, leveraging the AI and technology infrastructure we built in
2023–2024 to deliver increasing returns and margins, targeting growth in EBITDA and
breakeven profit before tax.
Our strategy remains unchanged. It’s about execution; getting out, continuing to scale
efficiently, and using our world class commercialization expertise to bring a highly
differentiated offering to an increasing number of customers, at scale.
Ryan Keeling
Chief Executive Officer
13 May 2025
Chief Executive Officer review (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
19
CHIEF FINANCIAL OFFICER REVIEW
Unlocking the next
phase of success
2024 has been a defining year for our financial performance, marked by sustained revenue
performance and growth, an increasingly robust recurring revenue model, and a continued
commitment to financial discipline. This success has been achieved against a backdrop
of a complex and changing macroeconomic landscape.
Despite these external pressures, our financial results have outperformed our peers and
the market, demonstrating our continuing ability to execute on our strategy with precision
and reliability. We strive for consistency; setting clear expectations, whether strategic or
financial, and ensure we deliver on them. Looking ahead to 2025, we aim to maintain our
growth, balancing careful investment in future growth with a sharp focus on profitability
and cash flow management.
Alternative Performance Measures (‘APMs’)
In measuring and reporting financial information, the management team reviews APMs
such as EBITDA, adjusted EBITDA, revenue growth on a constant currency basis, annual
recurring revenue, and net revenue retention – all of which are not defined measures
under financial reporting standards.
2024: A year of growth, transformation, and continued financial discipline
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
20
We believe that these measures, when considered in conjunction with defined financial
reporting measures, provide management and stakeholders with a broader understanding
of the performance of the business.
Operating profit is the financial reporting measure under IFRS most comparable to EBITDA
and adjusted EBITDA. EBITDA is defined as earnings before interest, tax, depreciation and
amortization. The Directors may make certain adjustments to EBITDA, for nonrecurring or
noncash items, to derive adjusted EBITDA, both measures of which they consider more
readily reflect the Group’s underlying trading performance, enabling better comparisons
to be made with prior periods and industry peers. A reconciliation of operating profit to
EBITDA and Adjusted EBITDA are included below.
Annual Recurring Revenue (ARR) is the value of recurring subscription revenue at a specific
point in time that is expected to be recognized from contracts over the next twelve months.
Net Revenue Retention (NRR) is the net percentage increase in customer ARR over a period
of time and helps to measure cumulative revenue retained from existing customers by
examining revenue added due to expansions and contractions for a given period.
The Directors consider ARR and NRR to be key metrics when measuring the strength and
visibility of the Group’s forward revenue, and of the Group’s progress towards realizing its
near-term strategy of transitioning to a platform-based recurring revenue model.
The Directors consider and report revenue and revenue growth in the current reporting
period on a constant currency basis. This approach is used because the majority of the
Group’s customer contracts are written in US Dollars and this can result in significant
fluctuations in the Group’s performance – relative to the comparative period – based on
the prevailing exchange rate.
Reporting the current period revenue on a constant currency basis allows stakeholders
to better understand the underlying growth of the Group’s activities, before the influence
of foreign currency movements.
Strong results in a dynamic market
KPIs and Alternative Performance Measures (APMs)
2024
£000’s
2023
£000’s
Change
Revenue
32,158
23,699
+36%
Revenue growth constant currency basis*
39%
19%
+20 ppts
Annual Recurring Revenue (ARR)*
16,801
13,662
+23%
Net Revenue Retention (NRR)*
109%
not reported
–
Order book
24,930
26,517
–6%
Order book visibility for next 12 months
17,715
12,334
+44%
Gross profit
28,270
19,706
+43%
Gross profit margin
88%
83%
+5 ppts
Adjusted EBITDA*
4,206
2,802
+50%
Adjusted EBITDA margin*
13%
12%
+1 ppt
EBITDA*
2,259
1,754
+29%
EBITDA margin*
7%
7%
–
Loss before tax
(1,908)
(2,438)
+22%
Cash and cash equivalents
12,744
16,667
–24%
* Alternative Performance Measure
Chief Financial Officer review (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
21
‘Order book’ is defined under financial reporting standards as the aggregate amount
of the revenue transaction price allocated to customer contracts that are partially or fully
unsatisfied as at the year end and are not considered an APM. Order book is disclosed
in the notes to the financial statements.
We continue to evolve our KPIs and APMs to highlight and evidence the financial and
operational performance of the Group and its progress against strategy.
Scaling the business while strengthening predictability
One of our most significant achievements for 2024 is the sustained expansion of our revenue
base. This year, revenue increased from £23.7 million to £32.2 million, representing an
impressive 39% organic (constant currency) growth. This performance extends a three-
year trend of consistent expansion, with a compound annual growth rate of 32% since 2021.
However, growth for Diaceutics is not just about increasing revenue. Over the last three
years, we have successfully transitioned from a business that relied on one-off revenues
to one that is increasingly underpinned by high quality, predictable, recurring revenue
streams. In 2021, only 3% of our revenue fell into this category; by the end of 2024, that
figure had grown to 53%. The shift to a recurring revenue model, underpinned by our
end‑to-end integrated commercialization solution (PMx) and subscription-based data
license model, strengthens customer relationships and embeds us more deeply into their
operations as a long-term commercialization partner. It also enhances the quality and
visibility of our revenues. In other key metrics, ARR grew 23% from £13.7 million at
December 2023 to £16.8 million at December 2024, and for the first time, the Group
published a NRR which was 109% at December 2024.
“The shift to a recurring revenue model embeds us more deeply into customer operations as a
long-term commercialization partner and enhances the quality and visibility of our revenues.”
Our recurring revenue transformation naturally affects how revenue is recognized, with
more income now spread across multiple quarters rather than all captured upfront. While
this typically delays the initial recognition of some revenue, it creates a more robust and
scalable foundation for the future and greater revenue visibility. We are focused on building
a business that is not only growing rapidly, but doing so in a way that ensures sustainability
and predictability.
The Total Contract Value (TCV) of sales secured in the year was £30.6 million, a slight
decrease on the value of contracts secured in the prior year of £35.9 million. The lower
TCV growth in 2024 highlights the importance of the Company’s accelerated growth
strategy, specifically the need to invest in more sales and marketing capacity and establish
additional sales channels with our existing and new customers. The Group continues to
see and expect a higher weighting of revenue, and therefore profitability, in the second half
of the financial year. In 2024 the H1/H2 weighting was 38:62 compared to 42:58 in 2023.
This weighting is driven by the pharma industry’s propensity to spend more of its budget
in the second half of the year, particularly the fourth quarter, as it reaches the end of its
own budget and financial year.
Chief Financial Officer review (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
22
EBITDA and profitability: building a sustainable growth model
2024
£000’s
2023
£000’s
Operating loss
(2,455)
(3,018)
• Depreciation & Amortization
4,714
4,772
EBITDA
2,259
1,754
EBITDA margin
7%
7%
Adjustments for:
• US sales tax liability
439
603
• Redundancy costs
450
–
• Legal fees for capital reduction
20
–
• Share based payment charge
1,038
445
Adjusted EBITDA
4,206
2,802
Adjusted EBITDA margin
13%
12%
Our adjusted EBITDA for 2024 is £4.2 million. This represents an adjusted EBITDA margin
of 13% and growth of 50% from £2.8 million in 2023, a level that aligns with market
expectations while reflecting our commitment to investing in commercial and technological
capabilities through 2023 and 2024. The adjusted EBITDA in 2024 includes the add back
of £0.5 million of costs related to historic US sales tax costs, now all fully resolved and
settled, £0.5 million as a result of some targeted redundancies in 2024, and share-based
payment charges.
While growth remains a priority, we are keenly focused on profitability. We expect 2025
will mark an inflection point, where we shift from an investment-heavy phase, to driving
operational efficiency and profit at an increasing scale.
The transition to a stronger adjusted EBITDA margin in 2025 and beyond will be driven by:
• Continued revenue expansion, particularly in high-margin recurring revenue solutions.
Notwithstanding the current US pharma economic uncertainties, we will target 25%
year-on-year revenue and annual recurring revenue growth.
• Discipline and focus, ensuring that investment is targeted at high-return opportunities,
AI technology is continually deployed to allow rapid innovation at scale, and costs are
managed through strong processes.
• Operational scalability, leveraging the AI and technology infrastructure we built in
2023–2024 to deliver increasing returns and margins, targeting growth in EBITDA and
breakeven profit before tax.
This approach to financial management should allow us to achieve profitability while
maintaining our growth momentum.
Navigating uncertainty while delivering results
The broader market environment in 2024 presented a series of challenges, including
regulatory shifts, evolving pharmaceutical budgets, and macroeconomic uncertainty.
These challenges have continued into 2025.
While the US healthcare sector in particular saw disruptions due to the changing political
and regulatory landscapes, our focus on pharmaceutical commercialization largely insulated
us in 2024 from the budgetary tightening seen in the clinical setting. That said, while the
Chief Financial Officer review (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
23
precision and personalized medicine sectors grew, wider caution in pharmaceutical
investment decisions as we enter 2025 has created a more measured market environment
which we have observed in recent reports from some of the largest pharmaceutical service
companies in the US.
The Group’s customer base is heavily weighted towards blue-chip pharma companies, with
92% of revenue generated by customers based in the US (2023: 88%). The Group worked
with a total of 52 customers during the year (2023: 44) across 85 therapies (2023: 69).
The Group has increased its average revenue per customer 18% to £0.62 million, up from
£0.54 million in 2023, and increased its average revenue per brand 23% to £0.42 million,
up from £0.38 million in 2023.
Our historic ability to deliver strong financial performance despite these challenges
underscores the resilience of our business model and the market opportunity for our
solutions. We have consistently hit our financial targets, as we seek to establish a reputation
as a disciplined, execution-focused business.
Maintaining financial discipline while investing for growth
From investment-led growth to profitability
Over the past two years, we embarked on a deliberate and measured investment cycle, designed
to enhance our technological capabilities, expand our commercial footprint, and automate
key business functions. This investment has featured a significant focus on AI and positioned
us for long-term scale and efficiency, ensuring that we can grow profitably and sustainably.
By the end of 2024, this investment phase has been successfully executed, enabling a
strategic shift back towards delivering profitability in 2025. We do not plan to stop our
investment activities, in fact, we must continue to innovate to maintain leadership and
unlock new growth opportunities, but we plan to significantly reduce the pace of investment
spend growth, ensuring that our revenue growth translates into profitability and increasing
shareholder value.
AI and platform investment: A transparent approach to innovation
Our commitment to innovation remains strong, with AI and platform investment totaling
£3.6 million in 2024 (2023: £2.0 million). As you would expect for a technology-led
company like Diaceutics, the value of development investment continues to grow as the
Company continues to innovate. However, the increased investment has materialized as
an expense, rather than a capital item, with only £0.4 million capitalized in 2024 vs.
£1.0 million in FY 2023.
This underscores the reality that our technology has reached a high level of maturity,
reducing the need for large-scale capitalization and giving our investors an accurate
reflection of our robust financial position. We feel that expensing AI and platform
development costs in real time provides greater visibility of our operational priorities,
reinforcing our commitment to financial clarity. The Group continues to invest in data from its
laboratory network, insurance claims providers, electronic health record providers and other
data sources, expending £4.2 million in 2024, an increase of 18% (2023: £3.6 million).
Cash management: unlocking a new era of growth
Cash conservation and conversion as growth enablers
Cash flow is a crucial pillar of our financial strategy, and our disciplined approach to cash
management has been instrumental in unlocking the company’s future growth potential. In
2023 and 2024, we followed through on our commitment to a carefully managed investment
cycle, with a free cash outflow of £8.0 million, in line with management’s projections, and
maintaining a minimum cash position of at least £12.0 million throughout this period.
At the end of 2024, our cash balance stood at £12.7 million (2023: £16.7 million), exactly
in line with expectations. This approach to cash conservation sets the stage for 2025,
a year in which we will focus on further scaling our business while achieving profitability
and maintaining financial stability.
Cash conversion will be key in this next phase. It means we’ll be focused on carefully
managing our working capital, ensuring timely recovery of receivables, maintaining
disciplined efficiency in payment cycles and managing foreign exchange exposures.
In doing so we will ensure that we can fund future growth without relying on external
financing, preserving our cash assets and potential strategic access to capital.
Chief Financial Officer review (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
24
Investing in people to strengthen our commercial capabilities
It seems entirely right at such an important stage in our corporate story that one of the
largest areas of investment in 2024 has been in our people. Our team remains the single
most important driver of our success, and we have continued to recruit strategically to
support our long-term ambitions.
Over the course of the year, we increased our headcount from 184 to 199 employees,
with a strong emphasis on commercial roles, particularly in the US. This recruitment drive
was a deliberate move to strengthen our sales and marketing capabilities, ensuring that
we’re able to maximize the impact of our expanding offering, and continues into 2025.
Additionally, we have made key VP-level hires, further strengthening our leadership team
and reinforcing our ability to execute at scale.
Our investment in people extends beyond recruitment. Training, development,
compensation, and performance-based incentives all play a crucial role in ensuring that
we continue to attract, retain, and develop top-tier talent. As we move into 2025, this
commitment will remain central, with a particular emphasis on expanding our commercial
footprint in the US market, as supported by our new US office in New Jersey.
Looking ahead to 2025: execution and profitability
As we enter 2025, our financial priorities are clear. We will continue to drive top-line
growth, targeting 25% year-on-year. However, 2025 is not just about revenue growth,
it’s about translating our performance and growth into profitability.
The focus on our return to profitability following our accelerated investment phase over
the past two years is a central financial goal for 2025, alongside preserving our cash
resources, as we move from a period of investment-led expansion to one of scalable,
sustainable financial performance.
At the same time, we will continue to explore opportunities for strategic acquisitions and
partnerships, to supplement organic growth where they align with our long-term vision.
As always, we will pursue these opportunities in a measured way, ensuring that we maintain
a clear focus on execution and financial stability.
Meeting targets, driving progress
2024 has been a year of strong financial performance, considered investment, and
strategic growth. We have demonstrated our ability to execute against plan, adapt to
market challenges, and build a scalable, profitable business model.
As we move into 2025, our focus remains the same: set clear targets, execute against them,
and continue delivering value for investors, customers, and employees alike. Through a
combination of financial discipline, strong leadership, operational excellence, and strategic
investment, we are well-positioned to drive the next phase of our growth journey – one
that is not just about expansion but about sustained profitability and long-term success.
Across the Company, there is a real sense of momentum, with our team energized by the
opportunities ahead and committed to delivering lasting impact in line with our shared
purpose – to help every patient get the opportunity to get the right test and most
appropriate treatment as fast as possible.
Nick Roberts
Chief Financial Officer
13 May 2025
US headquarters, Jersey City
Chief Financial Officer review (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
25
Diaceutics PLC | 2024 Annual Report
Leading
with integrity
Through our purpose, Diaceutics is committed
to helping patients get the right treatment at
the right time, while minimizing the carbon
impact we have on the world around us and
promoting sustainability across every area of
our business. These principles are baked into
our environmental, social and governance
(ESG) policies and our values alike.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
US headquarters, Jersey City
CORPORATE GOVERNANCE
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STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
26
Objectives and practices
We set and maintain clear objectives aimed at reducing our environmental footprint and
prioritize engagement with suppliers who share our vision and aspirations. These objectives
are regularly reviewed to ensure their consistent application throughout our operational
activities and strategic plans.
During 2024, in collaboration with our key customers, Diaceutics formulated and submitted
targets to significantly reduce its near-term emissions and reduce net emissions to zero by
2050. The Company is working with the Science Based Targets initiative (SBTi) to have
these targets officially validated and published in 2025.
Sustainable headquarters
In 2021, we established our new UK Company headquarters at Dataworks in the Kings Hall
Health and Wellbeing Park in Belfast. Our building boasts an “A” rated energy certificate
and utilizes renewable energy sources for 63.8% of its electricity consumption. This
location provides direct proximity to Belfast’s major hospitals, universities and innovative
medical research facilities, and we are already seeing the benefits of the location as a
thriving data hub, enabling data analytics companies, medical professionals and patient-
centric groups to collaborate in a shared space.
Research groups and healthcare companies have the option to co-locate alongside
Diaceutics or collaborate with our team of highly qualified experts. Through a joint
collaboration agreement, they can gain access to our global data repository. Accumulated
over the last decade, Diaceutics precision medicine data repository provides unparalleled
access to in-depth analysis of a vast array of data.
In January 2025, the Company took a lease on a 4,000 square foot office space in Newport,
New Jersey – our new US headquarters – facilitating our planned US sales and marketing
expansion plans.
Waste recycling initiatives
We actively promote recycling initiatives within our UK headquarters, providing
resources such as DXRX reusable drinking flasks, boiling hot water taps, and low flush
toilets. We have food waste and recycling waste bins in our kitchens. Our UK facilities
management partner facilitates regular recycling of confidential wastepaper with secure
recycling bins located externally. This year Diaceutics has saved 21,257 trees through
recycling shredded paper.
Reducing our operational carbon footprint –
Science Based Targets initiative (SBTi)
During 2024, Diaceutics formulated and submitted its targets to reduce its near-term
emissions and reduce net emissions to zero by 2050. The Company is working with the
SBTi and will have its near-term and net zero targets validated in 2025 at which point
the targets will be made publicly available on its website.
While we recognize the importance of minimizing our environmental impact, we also
acknowledge the necessity of face-to-face interactions with our clients and other key
stakeholders. We strive to balance environmental responsibility with meeting client
and other stakeholder needs, promoting digital communication channels and virtual
meetings where possible while recognizing the value of in-person engagements.
In January 2025, the Company took a lease on a 4,000
square foot office space in Newport, New Jersey, which
will help us reach our near-term and net zero targets by:
• Allowing the planned expansion and recruitment of our
US sales and marketing team, thereby reducing the
requirement for our UK-based sales team to travel to
the US in the medium term, and
• Taking advantage of an underutilized existing, and fully
fit-out office space via a sub-lease from a company
which could no longer utilize the space.
Environmental
We are promoting sustainability across
every area of our business.
Environmental, social and governance (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
Diaceutics PLC | 2024 Annual Report
27
Ecovadis Award
The ESG expectations of our global pharma customers are expectedly high. On
winning our largest enterprise-wide engagement in June 2023, we have embarked
on a journey of active participation in webinars, comprehensive questionnaires, and
gap analysis to assess our ESG performance relative to industry peers and our
customers’ desired benchmarks. This effort has enabled us to better understand the
expectations set by our global pharma customers and strengthens the progression
of our overall strategic direction.
Diaceutics achieved an Ecovadis Commitment Badge
in 2024 in recognition of its sustainability achievement
and is looking to build on improving this benchmark
over the coming years, particularly in relation
to sustainability and environmental matters.
Subsequent to the Ecovadis award Diaceutics has
defined, set, and is awaiting validation of its SBTi
near-term and net zero emission targets.
The Company is dedicated to improving its ESG credentials to ensure it has
sustainable practices and is a responsible corporate citizen. This is not just about the
recognition of our ESG efforts; it is also about the tangible impact on our business
and society as a whole. By undergoing rigorous assessments and benchmarking,
we have gained a clearer understanding of our strengths and identified areas where
improvement is needed. This insight empowers us to make informed decisions and
channel resources towards initiatives that align with our values and corporate goals.
As we continue on our ESG journey, we are not only enhancing our reputation, but also
making a positive impact on the environment, society, and the economy. Our ESG
initiatives and progress have taken significant strides forward in the past two years
and we are committed to ensuring that, as a company, we follow responsible corporate
practices. We will continue to build upon the momentum that we have started in 2023,
continually raising the bar for our ESG endeavors.
Future reporting and targets
We remain committed to tracking and reporting our energy consumption and carbon
emissions through initiatives such as the Streamlined Energy and Carbon Reporting (SECR)
and the setting of near-term science based targets on the SBTi platform. These efforts
reflect our ongoing commitment to environmental stewardship and sustainability, aiming for
continuous improvement year upon year. As of February 2025, we are proud to announce
our commitment to 100% Green Renewable Energy for our UK headquarters in Belfast. This
initiative will be in effect for the next two years, reflecting our dedication to sustainability
and environmental responsibility. By transitioning to renewable energy sources, we aim to
significantly reduce our carbon footprint and contribute to a cleaner, greener future. This
move aligns with our broader corporate social responsibility goals and demonstrates our
leadership in promoting sustainable practices within our industry.
Streamlined Energy and Carbon Reporting (SECR) 2024
Diaceutics has reported scope 1, 2 and 3 greenhouse gas (GHG) emissions in accordance
with the requirements of Streamlined Energy and Carbon Reporting (SECR).
This includes Diaceutics’ stated emissions for the most recent reporting year – the
12 months starting 01/01/2024 and ending 31/12/2024 – and the comparative period.
Methodology
Responsibilities of Diaceutics, Green Element and Compare Your Footprint
Diaceutics was responsible for the internal management controls governing the data
collection process and any estimations or extrapolations. Green Element was responsible
for the GHG calculations and the resultant emissions statements.
Greenhouse gas emissions were calculated according to the Greenhouse Gas Protocol
Corporate Accounting and Reporting Standard. This standard is internationally accepted
as best practice.
Scope and Subject Matter
The boundary of the report includes all UK-based sites which were operational during
the reporting period.
Environmental, social and governance (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
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Diaceutics PLC | 2024 Annual Report
28
Key 2024 metrics
Belfast HQ
Refrigerant Gas:
X2 R410A 64.3 kg
Flights:
1,204,338.08 km
C02 Emission:
1,070,419.94 kg
Belfast HQ
Water Supply:
74 m3
Rail:
5,099.26 km
C02 Emission =
243.802 kg
Zero hazardous waste and
zero pollutants emitted to water
Non-hazardous
operational waste
(General Waste):
1,533 kg
Recyclable waste
(Paper/Cardboard):
1,200 kg
Belfast HQ
Electricity:
56,376 kWh – 63.8%
Renewable Energy
Environmental, social and governance (continued)
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Diaceutics PLC | 2024 Annual Report
29
SECR 2024 (continued)
Energy and GHG Sources Included in the Process
Diaceutics’ following activities and associated GHG
emissions have been included:
Scope 1:
• Site consumption of natural gas.
Scope 2:
• Purchased electricity (location-based* and market-
based** methods included – this way of dual reporting
is outlined in the GHG Protocol Corporate Accounting
and Reporting Standard.)
Scope 3:
• Business Travel in employee-owned or hired vehicles.
• Indirect emissions associated with the upstream
production, processing and delivery of any fuel used,
and losses due to the transmission and distribution
of electricity.
Types of GHGs included, as applicable: CO₂, N₂O, CH₄, HFCs,
PFCs, SF₆, and NF₃. The greenhouse gas emissions were
calculated using UK government 2024 conversion factors,
expressed as tons of carbon dioxide equivalent (tCO₂e).
Diaceutics’ 2024 Streamlined Energy and Carbon Report
UK Streamlined Energy and Carbon Reporting (SECR)
2023
2024
YoY % Change
Energy consumption (kWh)
Electricity
177,581.00
57,453.00
-67.6%
Gas
2,674.00
1,715.54
-35.8%
Transport fuel
32,284.13
24,457.04
-24.2%
Other stationery fuels
–
–
–
TOTAL ENERGY CONSUMPTION
212,539.13
83,625.59
-60.7%
GHG Emissions (tCO₂e)
Scope 1
Combustion of gas in buildings
0.49
0.31
-36.0%
Combustion of fuel for transport purposes
–
–
–
Combustion of other stationary fuels
–
–
–
Scope 2
Purchased electricity – Location-Based
36.77
11.90
-24.2%
Purchased electricity – Market-Based
27.54
10.60
-61.5%
Scope 1 & 2
Total Scope 1+2 emissions – Location-Based
37.26
12.21
-67.2%
Total Scope 1+2 emissions – Market-Based
28.03
10.91
-61.1%
Scope 3
Category 6: Business travel
(in rental cars or employee vehicles where Diaceutics is responsible for purchasing the fuel)
9.88
7.46
-24.5%
Category 3: Upstream emissions from purchased fuel and energy – Location-Based
(upstream transmission and distribution losses, and excavation and transport of fuels
not included in Scopes 1 and 2)
12.12
3.97
-67.3%
Category 3: Upstream emissions from purchased fuel and energy – Market-Based
(upstream transmission and distribution losses, and excavation and transport of fuels
not included in Scopes 1 and 2)
8.96
3.53
-60.6%
TOTAL EMISSIONS – Location-Based
59.26
23.64
-60.1%
TOTAL EMISSIONS – Market-Based
46.87
21.90
-53.3%
Intensity (tCO2e/FTE)
FTE (full-time equivalent employees)
184
199
EMISSIONS PER FTE – Location-Based
0.32
0.12
-62.9%
EMISSIONS PER FTE – Market-Based
0.25
0.11
-56.0%
Intensity (tCO2e/£m Revenue)
£ million revenue
23.70
32.16
EMISSIONS PER £M – Location-Based
2.5
0.73
-70.6%
EMISSIONS PER £M – Market-Based
1.98
0.68
-65.6%
* Location-based electricity (Scope 2) emissions use the average grid fuel
mix in the region/country where the electricity was purchased and consumed.
For SECR, location-based is mandatory.
** Market-based electricity (Scope 2) emissions use fuel mix that is specific
to the purchased electricity’s supplier and tariff. Where supplier-specific
fuel mix data is absent, UK National Grid’s residual fuel mix was used, in
accordance with the GHG Protocol. For SECR, market-based is optional.
Methodology: GHG Protocol Corporate Accounting and Reporting Standard
Calculated and verified as accurate by Green Element Limited and Compare
Your Footprint Limited, UK.
Environmental, social and governance (continued)
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30
Diaceutics PLC | 2024 Annual Report
SECR 2024 (continued)
Energy efficiency and carbon-saving measures actions taken in 2024
• Electric vehicle leasing scheme: we were excited to announce the introduction of our
Electric Vehicle Leasing Scheme, designed to encourage the adoption of eco-friendly
transportation options.
• Recycling initiatives: several recycling initiatives have been implemented within our
headquarters, including the provision of DXRX branded water bottles, boiling hot water
taps, and low flush toilets. Confidential wastepaper recycling is also facilitated externally.
• Future reporting and targets: Diaceutics commits to tracking and reporting energy
consumption and carbon emissions through initiatives such as SECR Reporting and
setting near-term science-based targets on the SBTI platform.
• Energy efficiency: The UK office light bulbs were switched for energy-efficient
LEDs and we have motion-censored lighting that turns on and off when users enter
and leave the room.
Actions planned for 2025
• We are planning to report on sustainable procurement through Inclusion and
Diversity (I&D) within our supply chain, highlighting our commitment to fostering
a more inclusive and equitable environment and reducing upstream emissions
• Monitor, and where possible, reduce business related travel
• Cycle to work scheme
• Transition to 100% renewable electricity sources in the UK
We set and maintain clear objectives to
reduce our environmental footprint and
prioritize engagement with suppliers who
share our vision and aspirations.
UK headquarters, Belfast
Environmental, social and governance (continued)
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Diaceutics PLC | 2024 Annual Report
31
1
2
Social
Our commitment to inclusion and diversity extends beyond policies, to fostering a positive working environment
where all individuals are empowered to thrive and contribute.
Our team
Employees based in 16 countries
Length of Tenure
Age distribution of employees
21–30 years
60
72
40
25
2
31–40 years
41–50 years
51–60 years
60+ years
2
2
4
7
5
16
143
5+ years
44
1–2 years
42
2–3 years
37
0–1 years
28
3–4 years
35
4–5
years
13
1
1
1
1
2
2
9
Environmental, social and governance (continued)
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Diaceutics PLC | 2024 Annual Report
32
Our focus on our people
A key enabler of our corporate purpose lies in the diverse skill sets brought together by
the Diaceutics team. Our workforce encompasses various disciplines including data
scientists, lab and diagnostic experts, precision medicine thought leaders and platform
engineers. This diversity enables us to design and commercialize a platform which scales
across diseases and countries to address the diagnostic practice gaps.
We place a high emphasis on the ongoing training and team development of our employees,
with designated tools tracking training and compliance with company procedures and
training on key development areas including Information Security, HIPAA and GDPR,
Anti‑Bribery and Anti-Corruption and Share Dealing and Insider Information. Our Learning,
Training and Development Policy offers various learning options including:
• Job Shadowing
• Job Rotation
• EFFECTive Leaders Program (City and Guilds accredited)
• Career Coaching
• Mentoring
• Diaceutics Fly Higher Training Academy 2.0
• Udemy Training Platform
• MSc in Personalized Medicine in partnership with Ulster University
• External Training Opportunities
Inclusion and diversity
In addition to overall training and development plans aimed at promoting personalized
career growth and fostering leadership skills, Diaceutics places a strong emphasis on
inclusion and diversity within its workforce.
We strive to cultivate a supportive and inclusive work environment that prioritizes
wellbeing, equality, respect and human rights for all employees, collaborators, lab
partners, clients, investors, and patients. Our commitment to equality extends to providing
opportunities regardless of gender, gender identity and expression, religious belief,
political opinion, marital or civil partnership status, race, age, sexual orientation,
disability or dependent status.
We prioritize gender diversity, with a workforce reflecting a ratio of 40% male and 60%
female employees, with 33% Male and 67% Females in middle and senior management
positions. This balance underscores our commitment to fostering an inclusive workplace
environment where all employees have equal opportunities for growth and advancement.
To formalize our dedication to inclusion and diversity, Diaceutics has devised a
comprehensive three-year strategy with the aim of maintaining a diverse workforce and
fostering an inclusive culture that empowers our community to fulfill our purpose.
To support this strategy, we have implemented workplace flexibility policies and programs,
building on existing initiatives enabling employees to succeed at work while also fulfilling
personal needs such as family obligations, managing health conditions or participating in
educational pursuits.
Environmental, social and governance (continued)
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Diaceutics PLC | 2024 Annual Report
33
Our enhanced family-friendly policies facilitate a more equitable sharing of work and
childcare between parents, ensuring that both can realize their full potential at work.
Additionally, as a licensed sponsor under the UK Home Office’s Skilled Worker Visa
Scheme, Diaceutics has expanded its talent pool in areas facing skills shortages by
sponsoring visas for 16 employees.
Given the global and diverse nature of our operations, all employees undergo a diversity
training program, the “Global Diversity Module”, to ensure an understanding and
appreciation of diversity in the workplace. Furthermore, we have obtained the Northern
Ireland “Diversity Mark” Bronze Award accreditation and incorporated equality and
diversity modules into our leadership training program. Our Equality, Inclusion and
Diversity policies are integral in the onboarding process for new employees, ensuring
that our commitment to fostering an inclusive environment is embedded from the outset.
This is also evidenced by the Group’s support for various events throughout the year
such as International Women’s Day.
Employee engagement
Our regular employee engagement and ‘Pulse’ surveys play a vital role in identifying the
factors contributing to our success and pinpointing areas for improvement to enhance job
satisfaction among our workforce. These surveys provide valuable insights into the
sentiments and experiences of our employees.
We are pleased to report that we had a 96% response rate to our Employee Engagement survey
and our overall engagement score for 2024 was 87%, a figure notably higher than benchmark
data and an increase from 82% since our previous Employee Engagement survey. This
achievement reflects our commitment to fostering a supportive and fulfilling work environment
where employees feel valued, empowered, and motivated to contribute their best.
Divisional and company-wide action plans have been developed as an outcome to the
survey results in order that further enhancements can be made to collaboration and
communication.
Following the completion of our employee engagement and Pulse surveys, all
recommendations are followed up by senior management and department leads. These
discussions are instrumental in identifying actionable insights and formulating strategic
responses to address the feedback provided by our employees.
of participants agreed or strongly
agreed that they are “proud to
work for Diaceutics”
of participants agreed or
strongly agreed that “I would
still like to be working at
Diaceutics in two years’ time”
of participants agreed or strongly
agreed that “I care about the
future of Diaceutics”
of participants agreed or
strongly agreed that “working
here makes me want to do
the best work I can”
89%
79%
97%
89%
Key Engagement Survey Stats 2024
Environmental, social and governance (continued)
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Diaceutics PLC | 2024 Annual Report
34
In 2023, we introduced our Engagement Playbook, a comprehensive communication
tool designed to empower all employees to actively embody our Company culture and
contribute to a culture of engagement. This playbook serves as a guide, outlining best
practices and strategies for fostering a positive and inclusive work environment. By
equipping our team members with the necessary resources and guidance, we aim to
cultivate a workplace culture where every individual feels valued, heard and motivated to
thrive and work continues to ensure we maintain our culture throughout 2025 and beyond.
Through these initiatives we are committed to promoting open communication, transparency,
and collaboration across all levels of the organization, reinforcing our collective efforts to
drive employee engagement and enhance the overall employee experience.
Recruitment and retention
Recognizing the pivotal role of recruitment, retention, development and motivation in
achieving organizational success, Diaceutics has implemented a range of initiatives tailored
to attract and retain top talent. These initiatives include a comprehensive global healthcare
and benefits program to support the well-being of our employees. Additionally, we have
established a multi-faceted recruitment process to ensure that we attract candidates who
align with our purpose and goals.
To facilitate the onboarding process and integrate new employees seamlessly into our
organization, we offer a residential onboarding program at our UK headquarters in Belfast.
This program provides new hires with the necessary tools and resources to acclimatize to their
roles and become valuable contributors to our team and is currently being refreshed for 2025.
Moreover, we have further enhanced our performance management process and
relaunched this as “My Performance and Growth” in early 2025 to ensure individual
objectives are even more closely aligned with business objectives with a shift from SMART
to FAST goals with a focus on impact. This ensures greater agility, increased engagement
and performance and enhanced collaboration, the combination of which makes such goals
a powerful approach for driving performance and achieving success in a dynamic business
like Diaceutics.
Training on the “My Performance and Growth” process was provided to employees in early
2025. In addition to this we have also introduced a calibration process to review performance
outcomes at end of the 2024 performance year end to ensure consistency and to avoid
unintended bias and this will continue for future years.
O
n
g
o
i
n
g
c
o
a
c
h
i
n
g
&
f
e
e
d
b
a
c
k
Performance and
Growth Cycle
Plan
Set ambitious
performance goals
1
Check-in
Review goals and
track progress
3
Grow
Discuss
career and
development
goals
2
Review
Evaluate annual
performance
and impact
4
C
o
n
ti
n
u
o
u
s
c
o
n
v
e
r
s
a
ti
o
n
s
Our performance management process
ensures individual objectives are even more
closely aligned with business objectives.
Environmental, social and governance (continued)
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Diaceutics PLC | 2024 Annual Report
35
Training academy and graduate programs
Diaceutics has established a Training Academy for student placements and graduates,
aiming to support the local community and provide career development opportunities. We are
continuing to grow this by developing new relationships and building upon existing ones with
local universities via ‘lunch and learn’ sessions and student presentations, aiming to support
the local community and offering valuable careers advice. There is also a dedicated section
on the Diaceutics website for graduate and placement opportunities which will be further
enhanced with interview skills, CV and application tips.
Since the launch of Diaceutics Graduate Academy in 2022 we have taken on 16 graduates
within our Data Graduate Academy, of whom eight are now permanent employees with a
further three now participating in our 12-month graduate program for 2025. In 2024 we
launched our Operations Graduate Program on which there are four participants as well as
continuing to enhance our Data Graduate program with the introduction of a ‘soft skills’
development program, focusing on areas such as Emotional Intelligence and Self Awareness.
Workplace initiatives
To support employee engagement and professional development, Diaceutics operates
a senior management sponsorship scheme aimed at maximizing sales opportunities and
success within our pharma and biotech customers.
We prioritize communication and engagement through monthly feedback sessions and
Company-wide Town Hall meetings aimed at keeping staff up to date with the direction of
the Group, and in April 2024 the Company had an all company in-person meeting in Belfast.
This biennial meeting allows all employees to interact and re-energize as the company sets
forth its near- and medium-term goals. These initiatives foster transparency, alignment,
and collaboration across the organization.
To support employees’ well-being, Diaceutics offers an Employee Assistance Program,
providing access to counseling, legal information and services, bereavement support and
medical and health risk assessments. All line managers have also been given guidance on
how to support staff wellbeing in the workplace and the Group have rolled out several
health and wellbeing sessions e.g. First Aid Training, Fire Warden Training, Mindfulness
sessions and Mental Health First Aider training is scheduled for early 2025. We are pleased
to report very low levels of sickness absence across the Group with only 1.62% of available
working days lost due to sickness absence.
Our ‘Flex days’ program allows employees to enhance their work-life balance by taking
every first and third Friday off work and has proven extremely popular, with 99% of the
workforce currently opted in.
2025 will see the introduction of a Flexible Public / Bank Holidays Pilot whereby employees
have the option to take the public / bank holidays at other days of their choosing. This
creates a supportive and inclusive culture as introducing flexibility around Public / Bank
Holiday within the leave year enables employees to celebrate their own faith, beliefs,
culture, special occasions without having to take annual leave. It also allows for business
continuity and further builds our Employee Value Proposition (EVP) and Employer Brand.
Furthermore, we incentivize employee ownership and engagement through our Share
Incentive Plan (‘SIP’), enabling employees to purchase shares up to a value of £1,800 in
Diaceutics PLC which are matched by the Company on a one-for-one basis. As at
31 December 2024, 81 UK and 24 global employees are participating in the scheme
representing 53% of total Group employees.
Environmental, social and governance (continued)
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Diaceutics PLC | 2024 Annual Report
36
Diaceutics was shortlisted as finalist in a number of categories in the Belfast Chambers
Business Awards 2024: Inclusion and Diversity, Employee of the Year, Young Business
Person of the Year, Office Premises of the Year and Best Company to Work For, winning
the Best Company to Work For, with Peter Keeling, Diaceutics’ Chair, being awarded the
Lifetime Achievement Award.
Supporting communities and charities
Diaceutics is committed to making a positive impact in our communities through our
Charity Working Group which targets local and global charities aligned with our purpose.
Employees have the opportunity to support charitable causes through sponsorship
activities and individual fundraising efforts, with company-matched donations further
amplifying our impact.
Employees elected to channel sponsorship activities to multiple charities including the
Children Cancer Unit, Macmillan and Transplant Sport NI. To further support this initiative,
employee contributions were matched by donations from the Company and over £2,000
was raised throughout 2024 through numerous events held by Diaceutics.
Customers and suppliers
At Diaceutics, we prioritize actively engaging with and listening to our customers to ensure
that we meet their evolving needs and expectations.
Our customer base includes pharma and biotech companies across several geographical
markets including Europe, Asia, and the US. These companies rely on our innovative insights
and solutions to support their precision medicine commercialization requirements effectively.
We maintain regular communication with our customers to gather feedback and insights,
allowing us to tailor our solutions to address their specific requirements and enhance the
patient diagnostic and treatment journey. With the launch of the DXRX platform in October
2020, Diaceutics embarked on a transition toward a technology-led, recurring revenue model
throughout 2023, and has significantly progressed in 2024. This strategic shift provides our
customers with access to real-time data, analytics and enhanced Advisory and Engagement
Solutions, empowering them to make informed decisions in the precision medicine landscape.
Customer feedback is a crucial component of our continuous improvement efforts.
We collect feedback across the organization and collate it to ensure that we consider
our customers’ expectations and deliver projects to the highest quality standards.
Our commitment to gender balance in the workplace has been positively received by our
customers, with several indicating that our inclusive approach played a role in their decision
to choose Diaceutics over competitors in competitive tender processes.
In addition to nurturing strong relationships with our customers, we recognize the
importance of maintaining mutually beneficial partnerships with our suppliers. During 2024,
we made significant progress in negotiating and securing contracts with key suppliers,
including data suppliers. These partnerships are instrumental in ensuring the stability of
our market leading data insight solutions, while also delivering value for our investors.
At Diaceutics, we strive to strike a balance between fostering strong business relationships
with our suppliers and optimizing costs to maximize shareholder value.
Effective January 2025, we have implemented a new Supplier Inclusion & Diversity (I&D) Policy
for all new vendors. This policy is designed to ensure that our supply chain is both diverse
and inclusive, reflecting our commitment to fostering diversity, equity, and inclusion (DEI)
across all aspects of our operations. Under this policy, new vendors are required to show
their commitment to DEI principles, provide workforce diversity data, implement and
maintain inclusive practices within their organizations. By enforcing these requirements, we
aim to build a supply chain that not only meets our high standards of diversity and inclusion but
also promotes these values within the broader business community. This initiative underscores
our dedication to creating an equitable and inclusive environment for all stakeholders.
Partners and labs
Over the years, Diaceutics has cultivated partnerships with a diverse range of organizations
and labs, leveraging our DXRX platform to address real-world challenges encountered by
labs. Specifically designed to cater to the needs of labs, the DXRX platform offers a secure
online environment where labs can enhance their services, showcase their capabilities,
obtain accreditation, and access benchmarking, analytics, and support services.
Through our partnerships, labs gain access to a global network of industry participants
in the lab, diagnostic, and pharma sectors. These collaborations are built to foster growth
and establish enduring relationships. We collaborate with organizations specializing in
precision medicine diagnostics, covering various areas such as test access and
reimbursement, pathology training, health economics, reference standards and External
Quality Assessment (EQA).
Environmental, social and governance (continued)
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Diaceutics PLC | 2024 Annual Report
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37
Diaceutics PLC | 2024 Annual Report
Diaceutics is dedicated to having robust governance protocols and
procedures throughout all aspects of its business. These help the
business operate to high standards of conduct and best practice, and
protect and grow the business for the benefit of all stakeholders.
Data privacy
At Diaceutics we strive to be a leader in data governance and stand out as a company who
ethically cares about, and respects, patients’ data. We embrace the challenge of complying
with the evolving regulatory landscape around data and welcome the highest levels of data
governance as an expectation for those operating with patient data in life sciences.
Central to this is our commitment to ensuring the security and protection of all personal
data that we process. We have built a robust data compliance framework and continue to
look for ways to improve our data governance efforts. In 2024 this included enhancements
to our platform operational environment which integrates all aspects of data handling, and
with our quality management processes.
A vital part of Diaceutics’ business is the development and evolution of our DXRX platform.
We are excited to be part of a growing digital and data driven sector which is critical to the
growth of the Company, but are equally committed to the safeguarding, access, privacy,
ethical use, and security of all data.
Regulators
Diaceutics’ products utilize data obtained from various channels, and the company is
committed to the security, protection and lawful treatment of personal data. We acknowledge
that protecting the confidentiality and integrity of personal data is a critical responsibility
that we must always take seriously.
Diaceutics has a data protection regime in place, which ensures that all personnel are
sufficiently trained to handle any personal data in accordance with internal policies and
standard operating procedures. This regime continues to evolve to keep abreast of
regulatory developments across the globe.
Diaceutics’ Legal and Regulatory departments play a key role in administering the data
protection regime and ensuring Diaceutics’ activities are fully compliant with relevant regulatory
requirements across the globe, including GDPR in the UK and Europe, and HIPAA in the US.
Governance
US headquarters, Jersey City
Environmental, social and governance (continued)
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Diaceutics PLC | 2024 Annual Report
38
Governance framework and business practices
The Diaceutics Board has adopted the Quoted Companies Alliance Corporate
Governance Code (the ‘QCA Code’). The Board is well balanced on all aspects of
independence, knowledge of the Company’s technology and sector, public company
experience, professional standing, and this allows it to effectively discharge its duties
and responsibilities; pursue the Company’s strategic goals and address anticipated
issues in the foreseeable future.
Diaceutics’ financial statements have been prepared in accordance with International
Financial Reporting Standards (‘IFRS’), the UK Companies Act and AIM regulations,
and on a going concern basis.
There are comprehensive internal procedures for the budgeting and planning, monitoring
and reporting of business performance to the Board and over the financial year.
Regular risk review meetings take place with senior management to assess various aspects
of risk to the business, with material findings reported to the Executive Directors on a
regular basis, in accordance with the risk reporting framework in place.
Diaceutics has a dedicated Legal and Regulatory department which monitors regulatory
developments and formulates and implements changes to Diaceutics’ systems and
processes to meet evolving regulatory requirements. The Quality and Compliance
department has implemented a set of mandatory compliance training modules for
employees which include, amongst other things, code of conduct, data protection,
anti‑bribery, cyber security, and remote working. Further department-specific and other
appropriate Group-wide training sessions pertaining to various aspects of the Group’s
business and infrastructures are being developed and rolled out on an ongoing basis.
Systems and processes are in place to ensure compliance with applicable data regulations
and to protect against data loss. The Company has recruited a Cyber Security Officer to
lead information security projects, which will further strengthen the Group’s IT measures
as part of the Company’s vision for information security.
Diaceutics is working towards robust practice models to minimize risk, combining
prevention technology with the continuous monitoring of the security framework.
Diaceutics is also in the process of implementing key elements of ISO 27001 (Information
Security Management System).
Key governance and business policies
We have in place several key governance and business policies which support
the operation of our business including the following:
• Data Collection, Retention
and Protection
• Data Protection Policy
• Risk Management
• Health and Safety
• Conflict of Interest
• Anti-Bribery and Anti-Corruption
• Code of Conduct and Ethics
• Share Dealing and Insider Information
• Equality, Diversity and Inclusion
• Human Rights
• Whistleblowing
• Anti-Slavery and Human Trafficking
• Supplier Onboarding (including a
Supplier Inclusion & Diversity Policy)
• Internal Audit
• Matters reserved for the
Board of Directors
Further governance information, including about how the directors are fulfilling their
duties to promote the success of the Company, including the interests of our key
stakeholders, is set out within the Section 172 section of the Annual Report and the
Company’s Corporate Governance Statement.
Our robust governance protocols and
procedures help the business to protect
and grow the business for the benefit
of all stakeholders.
Environmental, social and governance (continued)
CORPORATE GOVERNANCE
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Diaceutics PLC | 2024 Annual Report
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During 2025 and beyond we will strive to achieve the following:
Ongoing and future ESG workstreams
We comprehensively appraised our environmental impact in 2024 through our inaugural
Streamlined Energy and Carbon Report (SECR). Our aim is to provide effective environmental
awareness and controls, seeking to continually improve all aspects of our environmental
performance, as far as economically feasible.
At our UK headquarters in Belfast there are several recycling initiatives which are in place
and encouraged wherever possible and a similar initiative is being implemented in our US
headquarters. The two other Group sites in the Republic of Ireland and Singapore are small,
low occupancy offices, used for data and implementation services. Diaceutics is not a
significant consumer of water in its business activities.
In January 2024, the Group’s Code of Conduct and Ethics policy was introduced. This
covers all our standard policies, procedures and how we expect our colleagues to conduct
themselves in line with Company values. Our Graduate program continues to evolve with
further links being established with educational institutions in addition to Queens University
Belfast, University of Ulster and University College Dublin, we have ensured attendance at
Careers Fairs and Student Placement Events, hosting and sponsoring Lunch and Learns.
In 2025 we were excited to announce the introduction of our Electric Vehicle Leasing Scheme,
designed to encourage the adoption of eco-friendly transportation options. To date, the Scheme
has been taken up by five employees. We are also exploring the introduction of a Cycle to Work
scheme, along with potential carbon offsetting schemes with airlines via our travel agency.
Seeking external
recognition
We are dedicated to
seeking external
recognition and
accreditation for our
sustainability efforts. In
addition to our Ecovadis
accreditation, we will
actively pursue industry-
specific awards and
certifications to showcase
our achievements and
align with globally
recognized standards. By
earning external
validation, we aim to
enhance our credibility
and reputation as a leader
in sustainability.
Innovation and
collaboration
We recognize the power
of collaboration and
innovation in driving
sustainable solutions.
In the year ahead, we
will actively seek out
partnerships with industry
peers to identify and
implement best practices
in sustainability. Through
collective expertise and
shared resources, we will
accelerate progress
towards our sustainability
objectives.
Transparency
and reporting
Maintaining transparency
in our operations and
reporting remains a
cornerstone of our
sustainability strategy. In
2025, we will continue to
provide regular updates
on our ESG performance,
including progress
towards targets and
initiatives undertaken.
By upholding transparency
and accountability, we
aim to build trust with
our stakeholders and
demonstrate our
commitment to
responsible corporate
citizenship.
Stakeholder
engagement
Engaging with our
stakeholders is paramount
to our sustainability
efforts. In 2025, we will
conduct workshops,
training sessions, and
awareness campaigns
to foster a culture of
sustainability among
employees, customers,
suppliers, and investors.
By cultivating meaningful
partnerships and dialog,
we aim to garner support
and collaboration towards
achieving our ESG goals.
Continuous
improvement
We will prioritize
continuous improvement
in our ESG practices,
setting ambitious SBTi
targets to reduce carbon
emissions, enhance
energy efficiency, and
promote sustainable
resource management.
Through rigorous
monitoring and evaluation,
we aim to identify areas
for enhancement and
implement innovative
solutions to drive positive
change.
Continuous learning
and adaptation
As we navigate the
evolving landscape of
sustainability, we remain
committed to continuous
learning and adaptation.
In 2025, we will conduct
regular reviews and
assessments of our ESG
performance, soliciting
feedback from
stakeholders and
adjusting our strategies
accordingly. By remaining
agile and responsive, we
will stay ahead of the
curve and drive
meaningful impact.
Environmental, social and governance (continued)
CORPORATE GOVERNANCE
GROUP AND COMPANY FINANCIAL STATEMENTS
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Internal control and risk management
The Group identifies principal risks and consequences within the business and documents
the mitigating controls to those risks and consequences. Where the level of risk or impact of
consequence after mitigations is still deemed inappropriate, further actions will be designed
and implemented to reduce the risk and consequence to a level which is aligned with the
Board’s risk appetite. Internal processes and controls are essential to mitigating and
managing the overall level of risk.
Risk management framework
The Group’s risk management framework was developed during 2023 to provide the
structure by which the principal risks are managed and reported to the Board. This was
modified in 2024 to include the documenting of risks via the risk bow-tie method. The risk
management framework ensures the business can assess the impact of key risks, has
appropriate procedures in place to identify emerging and new risks, and can effectively
report these risks to the Board.
Given the nature and size of the Group’s operations and its continued organic growth, the
Board will ensure that the risk management framework is kept under regular review.
Risk management
The Board
The Board has overall
responsibility for the
determination of the Group’s
risk appetite, the setting of
objectives and policies, and
has ultimate responsibility for
managing risk.
The Audit & Risk Committee formally reviews the material risks and consequences facing the Group
and the effectiveness of the risk management processes and internal control systems biannually.
Audit & Risk
Committee
Senior management are responsible for reviewing and monitoring the Group’s key risks, the consequences
of those risk materializing and overseeing the implementation and operation of the risk management
framework and internal control systems.
Senior
management
Everyone at Diaceutics has a role to play in identifying key risks facing the Group, and in the day-to-day
management of risk through applying the appropriate controls, policies and processes.
Diaceutics
teams
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Control environment and procedures
The control environment and procedures
have been designed to reduce risks to a
level where compliance procedures are not
disproportionate to the impact, financial or
otherwise, of the risk materializing.
Identification and evaluation of risks
Business unit leaders are responsible for collating and maintaining
a risk register of their department’s risks. Risks are quantified by
likelihood and potential impact. Departmental risk registers are
reviewed by Diaceutics’ Senior management team on a quarterly basis
and collated into a Group risk register. Material risks from the Group
risk register are reviewed by the Audit Committee bi-annually and
raised with the Board as appropriate.
Financial information
Financial information and reporting are
overseen by the Chief Financial Officer
(CFO). The CFO reports the financial
results to the senior management team
and Board on a regular basis. The financial
information is subject to a high level of
scrutiny both internally and externally.
Internal control systems
Risk management (continued)
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The risk factors that are most significant to the Group’s operations are outlined below along with an explanation of how these are managed or mitigated. The risks described do
not necessarily comprise all those associated with the Group and are not set out in any order of priority. Additional risks and uncertainties that are currently not known by the Directors,
or that are currently deemed immaterial, may also have an adverse effect on the Group but are not included below.
Principal risks and uncertainties
Risk 1: Sales
Decrease in the volume/value of the sales pipeline, the velocity and conversion rate of the
sales pipeline to contracted revenue and/or a significant decrease in the contracted order
book, could all result in a reduction of the Group’s projected revenue growth and overall
financial performance.
These risks could materialize as a result of poor customer service, product performance,
competition and/or the loss of a major customer, macro-economic conditions impacting
the Group’s customers (specifically biopharma companies exposed to the US economy),
a change in industry regulations or a shift in current biopharma industry trends and
commercial models.
Movement of risk
Increase in probability, impact remains similar
Mitigation
The sales pipeline, in terms of size, velocity and conversion to contract, is tracked
using Salesforce and actively reviewed by senior management on live dashboards using
both leading and lagging metrics. The Group has increasing visibility over its revenues
which is driven by the Group’s migration to multi-year, recurring revenue contracts.
The key account management team and customer plans, provide foresight and
momentum for project closure and create the ability to assess the products and capacity
required going forward. The customer account team structure is supporting customer
service levels along with proactive early engagement with customers around
subscription renewals. All customer accounts have senior management oversight and
review of the sales and delivery pipelines associated with these accounts, including
primary risks and opportunities.
The Group has established a highly trusted and professional working relationship with
all its major customers, and regularly seeks feedback to improve and maintain a high
level of customer service. The Chief Commercial Officer is responsible for managing
the sales and project management account teams and day-to-day customer brand
team relationships.
The Group operates in a number of global precision medicine territories, but is predominately
focused in the US (92% of revenue, 2023 88%) and with large pharmaceutical customers,
of which the top 10 customers make up 69% of revenue (2023: 70%). Within the customer
base, the revenue is well diversified due to the number of brand teams, both global and
in-country, that Diaceutics engages with within each customer. Each brand team has its own
individual budget allocations and autonomy around contracting.
The Group continues to expand the number of customers, brands and products/services
it provides to customers, increasing its access to market opportunities, and diversifying
risk across the number of geographical territories, brand teams, customers and
solutions/services.
The Group has invested in transforming the customer experience and service over the past
year to enhance the support, technology, and precision medicine expertise it brings to all
customer interactions. In 2024, one customer contributed 14% of the overall Group revenue
and all other customers contributed <10% of Group revenue (2023: three customers
represented more than 10% of overall revenue with the largest contributing 16%).
The Group monitors external factors such as competition, macro-economic conditions
impacting the Group’s customers (specifically biopharma companies exposed to the US
economy), changes in industry regulations and any indicators of shifts in the biopharma
industry trends and commercial models. This is done through various means of market
research and these are regularly reviewed and assessed by the senior management team.
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Risk 3: Data & Platform
Restricted availability or disrupted continuity of the DXRX platform or/and platform
data supply chains.
The ongoing operational continuity and availability of the DXRX platform is critical to
the Group’s ability to service its customer and lab partner requirements and securely
ingest, hold and utilize its data repository assets. Principal risks include loss of IP, loss
of major data suppliers and disruption or damage to platform, data or systems. These
risks could result in a breach of customer contract, breach of supplier engagement,
reputational damage, poor financial performance or the loss of a financial asset.
Movement of risk
Increase in probability, impact remains similar
Mitigation
The DXRX platform employs multiple layers of security and monitoring tools to keep
the platform secure and monitor functionality. The Group utilizes standard industry
cloud-based software and solutions and deploys the platform infrastructure as code,
enabling the Company to restore or rebuild a part or all of our platforms and logic
used to operate the business from scripts. Our data is versioned and backed up
regularly across multiple platforms and cloud sites.
Diaceutics obtains data from multiple sources including governments, lab
collaborators, commercial partners and providers and public domain sources. As the
Group becomes more dependent upon data-related revenue and insights, the failure
to provide timely, accurate or privacy compliant data is disruptive to the Group’s
operations and commercial reputation.
Diaceutics has made a significant investment in its data asset and has >1,000 global
labs in its data supply network. The Group employs teams to support launch markets
for the pharma industry and has an extensive network of data sources. The Group
has identified key labs and data aggregators in key markets which it relies upon for
data supply.
Moving labs onto the DXRX platform and establishing more formal data supply
contracting terms helps to mitigate this risk over time. The Group continues to make
improvements in its business continuity plan and risk procedures and is diversifying
and securing its data supply chain to ensure continuity.
Risk 2: Human capital
Restricted access to required human capital, including loss of, access to, retention or,
productivity of, and reductions in skills and capability of the Group’s employees.
Diaceutics’ people are key to its customer offering, technology advantage, scientific
and industry expertise and growth prospects. Principal risks include lack of career
development and opportunities, delays in recruiting key staff, inadequate recruitment
and retention frameworks, misalignment of employee and Company purpose, poor
incentive structures and climate/environment changes.
The materialization of these risks could result in the loss of knowledge or IP in the
business, inability to build and maintain sufficient sales pipeline value and velocity,
reduced organizational productivity, business continuity disruption, poor financial
performance and substandard business decisions impacting the realization of the
businesses strategic goals and enhanced stakeholder value.
Movement of risk
Reducing probability and impact
Mitigation
The senior management team works together with the Board to review the business
structure to ensure it continues to support the business model and strategic growth.
Succession and retention planning are in place for senior management posts and key
roles. In addition, steps to further enhance succession planning have been taken by
implementing a program to identify employees who wish to undertake job shadowing
or job rotation.
The Group remains committed to the recruitment, engagement, retention, continuing
development and reward of experienced management, and highly skilled scientific,
technical, marketing and sales personnel. The Group continues to review and improve
its remuneration structure to incentivize and retain key personnel and as such
expanded its leadership team.
Further details of the work and mitigations in this area are set out in the ESG and
remuneration committee sections of this report.
Principal risks and uncertainties (continued)
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Risk 4: Laws & Regulations
Non-compliance with internal policies and procedures and external laws and regulations,
including data privacy laws, industry and ethical regulations/standards and pharma
commercial and clinical standards/laws.
Laws and regulations are complex and evolve differently across the various countries the
Group operates in, so too does the company evolve quickly in terms of the services/solutions
it offers and geographies it operates in. Principal risks include new/untested products/
solutions not complying with laws/standards/regulations, poor legal/regulatory oversight
or by-passing of legal/regulatory safeguards and failure to protect, or loss of, IP/data.
These risks could result in a regulatory breach (HIPAA, GDPR, Anti-Kickback Statute,
Sunshine Act, etc), reputational damage and financial penalties and/or reduced
financial performance.
Movement of risk
Increase in probability, impact reducing
Mitigation
Our patient data continues to be held by the Group on a de-identified basis. The
Group’s legal, compliance and regulatory affairs department monitors changes in data
privacy laws, assesses and advises on the impact of regulations which are within the
scope of the Group’s existing, or potentially expanded, operations.
As the Group continues to leverage its technology and data to innovate in achieving its
purpose, ultimately growing its product offerings in new geographies, the risk around
data privacy and compliance equally increases. The Group engages with subject
experts with specialist knowledge in required regulatory areas and is developing and
updating internal frameworks to support ongoing commercial activities.
The Group has introduced Data and Regulatory Governance working groups with
stakeholders from key internal departments to discuss the strategy of the Group and
identify and overcome any governance and compliance issues.
The regulatory and ethical landscape that pharma operates in is subject to continued
scrutiny and change. We continue to monitor the changing macro regulatory and
ethical landscapes, especially in our key geographical regions, including our pharma
and biotech customer responses, both public and private, to this changing landscape.
Risk 5: Information Security
The launch of the DXRX platform and the cloud-based technology solutions it enables,
as well as the continued business reliance on and enablement of remote working, bring
increased stakeholder connectivity and an increased exposure to cyber and information
security breaches.
Principal risks include back door attacks or security breaches via a customer or
supplier/partner, failed or outdated security protocols and employee security
credentials being compromised. These risks could result in reputational damage,
disruption or damage to platform, data or systems and financial loss.
Movement of risk
No change in risk or impact
Mitigation
A security framework has been developed and is in place, combining prevention
technology and continuous threat monitoring. Two-factor identification controls
have been implemented and organization-wide training on identification of threats
continues to be updated. The incident management and breach response plan have
been reviewed and updated. Robust penetration testing is undertaken covering the
DXRX platform and Company operating systems and remains a core component of
our security strategy.
The Group is developing an ISO 27001-compliant security framework and is
continually reviewing and introducing new and improved policies and procedures
(IT, Engineering and Compliance documents) bringing clear awareness to the
business of employees’ established roles and responsibilities in compliance. There
has also been the introduction of threat detection and prevention tools and an
upgrade to system operational licenses and security.
Principal risks and uncertainties (continued)
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Diaceutics PLC | 2024 Annual Report
Risk 6: Financial assets & performance
The security and conservation of the Group financial assets, as well as its current and
future financial performance, are core to its continued successful operation as a going
concern.
The principal risks include a decrease in sales pipeline and revenue, poor financial
management (including loss of assets through fraud or error), macro-economic
factors (recession or changes in regulatory landscape), foreign exchange volatility
and disruption to the DXRX platform, supply chain or business operational continuity.
The materialization of these risks could result in a reduced share price as a result of
missing or downgrading market expectations, reduced cash flow or loss of a financial
asset resulting in a requirement to raise capital and reputational damage.
Movement of risk
Increase in probability, impact remains similar
Mitigation
The Directors continue to consider the possible impact of another pandemic or
other financial, political or macro-economic event which could impact business
operational continuity and financial performance, including the current economic
uncertainty in the US pharma market as a result of actual and potential regulatory
changes. The Group’s business model includes flexibility in both service offering
and cost structure which allows the Group to react to changes in the operations to
lessen the immediate impact.
The Group has adopted treasury policies to help mitigate and manage key external
financial risks such as liquidity and cash flow, foreign exchange, interest rate and
credit and counterparty. Financial controls continue to evolve and improve, to ensure
the risk of fraud or error is mitigated.
Financial performance risk remains at the center of all the risks raised in this section
and the mitigations for these risks are detailed earlier.
Principal risks and uncertainties (continued)
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We believe that engagement with our principal stakeholders is key to enhancing the Group’s value and long-term success. The various means of engagement are described in the table below.
Section 172 statement
The Directors are aware of their duty under section 172(1) of the Companies Act 2006, to
act in a way which they consider, in good faith, would be most likely to promote the success
of the Company for the benefit of its members as a whole, and in doing so have regard,
among other matters, for:
a. the likely consequences of any decision in the long term;
b. the interests of the Company’s employees;
c. the need to foster the Company’s business relationships with suppliers, customers,
and others;
d. the impact of the Company’s operations on the community and the environment;
e. the desirability of the Company maintaining a reputation for high standards of
business conduct; and
f. the need to act fairly between members of the Company.
Throughout the year, the Directors have fulfilled their duty to promote the success of the
Company and their responsibilities outlined above (the ‘Section 172 Principles’). These
principles have been a consistent reference point in Board decision-making, with careful
consideration given to the impact on the Company’s wider stakeholders.
The Directors consider the following groups to be the Company’s stakeholders and outline,
in the table below, the key decisions made and stakeholder engagements undertaken
during the year. All activities have been carried out with thoughtful consideration of the
Company’s wider stakeholders and the Section 172 Principles with the relevant principle/s
identified alongside. The particular Section 172 Principle to which the engagement or
decision relates is highlighted in the table below:
Stakeholder engagement and S172
Key stakeholders
Principal interests
How the business engages
How the Directors engaged under Section 172
Customers and
suppliers
• Professional expertise
• Open and transparent
business arrangements
• Product awareness
• DXRX platform
• Our commercial arrangements – provide real time data,
analytics, educational services and support
• Industry papers
• Regular customer surveys
• Ongoing feedback via dedicated customer account teams
• Strong product engagement and education
• Face-to-face conferences allowed immersive engagement with
Senior management and Board representatives. (Principle (c))
• Direct customer and supplier contact and engagements by Board
representatives (Principle (c) & (e))
• The important customer centric principles and key insights
provided by an independent third party study into customer needs
carried out in 2023 were incorporated within our strategy for 2024
(Principle (c))
• Our rigor around GDPR and HIPAA compliance and pursuit of
ISO 27001 and CSA certification demonstrate our commitment to
the highest of business standards (Principle (e))
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Key stakeholders
Principal interests
How the business engages
How the Directors engaged under Section 172
Lab network
• Trusted partnerships
• Cyber security
• Global pharma industry
access
• Diagnostic and precision
medicine focus
• DXRX platform
• Our commercial arrangements – enabling real time data
download and support
• Accreditation enabling
• Our virtual lab engagements and conferences
• Direct lab contact and engagements by Board representatives
(Principle (c) & (e))
• Our landmark Practice Gaps study has identified important gaps in
patient treatment practices, including lab testing, which impacts
on patient care and outcomes (Principle (d))
• GDPR and HIPAA compliance and our pursuit of ISO 27001
and CSA certification provides assurance to our lab partners
(Principle (e))
Precision medicine
industry and
thought leaders
• Evidence-based
industry/sector
information
• Trusted engagement
and collaboration
• DXRX Network Advisory Panel comprises a recruited group of
scientific advisors mainly in the field of oncology and pathology
who meet quarterly
• Industry papers (including the landmark Journal of Clinical
Oncology – Practice Gaps study)
• Engagement with individual industry experts through webinars,
conferences, key opinion leader work
• Direct thought leadership contact and engagement by Board
representatives through webinars, conferences, key opinion
leader work (Principle (c), (d) & (e))
• Our landmark Practice Gaps study has provided important data
and information which impacts the precision medicine industry
(Principle (d))
• Our early adoption of SECR is indicative of our commitment to
our environmental responsibility (Principle (d))
Regulatory and
government
bodies
• Industry compliance
• Understanding and
legislating for changing
environments
• Regulatory environment research and understanding
• Dedicated Regulatory Compliance team
• Chairing internal regulatory governance working groups to ensure
data and regulatory compliance (Principle (d) & (e))
• In addition to ongoing SECR reporting, during 2024 the board
worked with the Science Based Targets Initiative (SBTi) to have
our near-term and net zero targets set in preparation for validated
in 2025 (Principle (a), (d) & (e))
Stakeholder engagement and S172 (continued)
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Key stakeholders
Principal interests
How the business engages
How the Directors engaged under Section 172
Patients and
communities
• Access to improved
testing and diagnosis
• Identification of better
treatments
• Improved treatment
outcomes
• Positive engagement and
wider community benefits
• Through its pharma customers, the Group provides earlier and
more accurate diagnosis for patients, accelerating patients’
treatments pathways leading to better healthcare outcomes
• The Group engages in charity programs, graduate training, and
life science engagement initiatives such as HIRANI, among
other activities documented in our ESG report
• DXRX Signal solution across US markets identified over
600,000 patients in 2024
• Publishing landmark studies, such as the Practice Gaps and
the Economic Forum has identified crucial gaps and opportunities
in patient testing which directly impact patient outcomes
(Principle (a) & (d)).
• Our approach to our environmental responsibilities is set out
in our ESG report and our SECR report (Principle (a) & (d))
• Compliance with GDPR and HIPAA is vital to patient data
confidentiality (Principles (c) and (e))
Our people
• Our purpose, strategy
and progress
• Development and
progression opportunities
• Employee wellbeing and
welfare
• Diversity, inclusion and
ethical behavior
• Regular Town Hall presentations held at least quarterly where
employee feedback and interaction is encouraged
• Regular employee engagement surveys
• The Diaceutics “Employee Assistance Program” fosters and
encourages wellbeing in the workplace and provides support
in many areas including counseling, legal information and
services, bereavement, and medical and health assistance
• The core structure of the business culture is based on the
key values of Empowerment, Foresight, Fun, Empathy,
Communication and Trust, together known as the Diaceutics
EFFECT.
• Diaceutics has dedicated groups who lead our cultural activities,
demonstrating our values throughout the organization and
beyond. These EFFECT values are core to both our recruitment
and annual Performance Management Framework and are the
cornerstone on which our mandatory onboarding program
is based.
• The Company holds regular Town Halls led by the CEO in which
all employees are invited to communicate and discuss the
Group’s plans and goals. These sessions allow all employees to
fully engage and align with the culture and strategic goals of the
Group (Principles (a) and (b))
• We regularly complete job evaluation and benchmarking exercises
to ensure that all employees are appropriately remunerated in
terms of salary and benefits and that roles are classified and
aligned across the organization to produce a framework which is
fair and equitable for current and future use (Principles (a) and (b))
• In 2023 we announced our strategy acceleration with
consideration given to all key stakeholders (Principle (a))
• Introduction of new training and development initiatives
(Principle (b), (d) & (e))
Stakeholder engagement and S172 (continued)
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Key stakeholders
Principal interests
How the business engages
How the Directors engaged under Section 172
Investors
• Financial performance
• Convergence of
long-term goals
• Credible strategic
direction
• Good governance and
regulatory compliance
• The Board actively seeks dialog with its shareholders via
investor roadshows, capital market days, one-to-one meetings
and regular reporting
• The Executive Directors hold virtual or face to face meetings with
most institutional shareholders, as well as facilitating meetings
with private investors where practicable. Regular virtual and
in-person forums facilitate agile and flexible communications
with investors, enabling greater investor interaction
• The Senior Management Team at Diaceutics regularly present
at investor and industry conferences attended by potential
and current investors
• The Company communicates with all shareholders through a
mix of formal and less formal communication tools and media,
including the Annual Report and financial statements; the
Annual General Meeting (AGM) and; the release of news via the
London Stock Exchange Regulatory News Service (RNS).The
AGM in 2024 was held in person, allowing all shareholders an
opportunity to ask questions or represent their views formally to
the Board during the meeting or with Directors after the meeting
• Corporate information, including Company announcements and
presentations, is available to shareholders, investors and the public
on the Group’s website diaceutics.com. Contact details and the
email address for investor queries are listed on our website,
which offers a facility to sign up for email alert notifications of
the Company’s news and regulatory announcements
• Less formal communication methods utilized by the Group
include webinars, social media such as LinkedIn and Twitter, and
news articles made available through the Group’s website.
• In 2024 progress against our accelerated investment strategy,
which was communicated to investors in 2023, was further
communicated and reported against throughout the year
(Principles (a) and (f))
• The CEO, CFO and CDO have engaged with an increasingly
diverse investor group and continue the development of
messaging around Company activities and strategy
(Principle (c) & (f))
Stakeholder engagement and S172 (continued)
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Corporate
governance
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Peter Keeling
Non-Executive Chair
(Remuneration Committee,
Audit and Risk Committee)
Jordan Clark
Chief Data Officer
Ryan Keeling
Chief Executive Officer
Nick Roberts
Chief Financial Officer
(Insider Committee)
Graham Paterson
Senior Independent Director
(Remuneration Committee
Chair, Audit and Risk Committee
Chair, Insider Committee)
Cheryl MacDiarmid
Non-Executive Director
(Remuneration Committee,
Audit and Risk Committee,
Insider Committee)
The Board of Directors
Meet
the
Board
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Peter stepped down as Chief Executive Officer on 1 January
2024 and became an Executive Director. He replaced
Deborah Davis as Non-Executive Chair with effect from
1 October 2024. Peter has over 36 years’ experience as a
leader, entrepreneur and strategist in the Pharma industry.
He has led international companies and teams with a
focus on novel business models and product launches,
including therapies, diagnostics and FMCG products.
Peter started his career at the Wellcome Foundation where
he held various operational roles internationally for over
11 years. Subsequently he founded and was Chief Executive
Officer of Diagnology Inc, a US/Irish based diagnostics
company which specialized in the development and
commercialization of point of care diagnostics. Peter founded
and has led Diaceutics from its inception in 2005 to become
a leader in precision medicine commercialization which
currently supports the principal medicine commercialization
programs for the world’s largest pharma companies.
Peter holds a degree in business administration from
Queen’s University Belfast, a Master’s degree in European
Marketing from Buckingham University Business School
and spent an academic year as a Visiting Fellow at MIT’s
Sloan business school in 1994 where he led a multi-
corporation US think tank designed to look at disruptive
models in future patient health for the pharma industry.
Peter has published multiple peer-reviewed papers on
precision medicine and is a respected speaker at precision
medicine events around the world.
Key skills: Pharma sector commercialization, precision
medicine thought leadership, diagnostic landscape.
Ryan is an expert in the commercialization of diagnostics
and associated technology, with over 18 years’ experience
in the field.
Ryan has led the development and commercialization of the
Group’s technology, including its proprietary data lake. He has
played a pivotal role in the Group’s technological and strategic
development, previously acting as its Chief Operating Officer
until June 2018 and Chief Innovation Officer until January
2024 when he was responsible for driving the Company’s
product innovation, with a focus on the development of DXRX.
Ryan was appointed Chief Executive Officer on 1 January
2024. Prior to joining Diaceutics in 2009, Ryan spent eight
years as a software engineer for Aepona Limited, providing
network infrastructure and related services to
telecommunications operators.
Ryan holds a software engineering degree from Queen’s
University Belfast. He is a thought leader in the field of
diagnostic commercialization and data integration, speaking
at precision medicine and healthcare data conferences
globally.
Key skills: Platform tech, operational management,
pharma sector commercialization.
Graham joined the Board as a Non-Executive Director on
1 October 2023 and was appointed as Senior Independent
Director on 1 October 2024.
Graham is a seasoned business leader and Non-Executive
Director with a wealth of expertise spanning investment,
software and data analytics. As a founding partner of
SL Capital Partners LLP, he served as a partner and Board
member until 2010. In 2013, Graham co-founded TopQ
Software Limited, a technology company specializing in
software for the private equity sector, later acquired by
eVestment Inc. (now part of NASDAQ Inc.) in 2015, where
he was a Director of their private markets data and analytics
division until early 2018.
Currently, Graham serves as a Non-Executive Director and
Chair of the audit committee for Baillie Gifford US Growth
Trust PLC and Artemis UK Future Leaders PLC. He is also a
Non-Executive Director of The Income and Growth VCT PLC.,
Datactics Limited and Plotbox Inc. Graham is a member of the
Institute of Chartered Accountants of Scotland, and holds an
Honors degree in Economics and Management from the
University of St. Andrews.
Key skills: Financial management, high-growth tech
businesses, remuneration oversight, governance.
Peter
Keeling
Non-Executive Chair
(Remuneration
Committee, Audit and
Risk Committee)
Ryan
Keeling
Chief Executive Officer
Graham
Paterson
Senior Independent Director
(Remuneration Committee
Chair, Audit and Risk Committee
Chair, Insider Committee)
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
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Diaceutics PLC | 2024 Annual Report
53
Jordan spearheads Diaceutics’ comprehensive data strategy,
spanning acquisition engineering and data science, to deliver
cutting-edge analytics to Diaceutics’ clients and laboratories.
With over a decade of experience at Diaceutics, he has
cultivated a profound understanding of the critical role that
real-world data plays in optimizing precision medicine.
Jordan’s academic and professional credentials in biomedical
and clinical sciences, coupled with his state licensure as a
haematology scientist, underscore his expertise. Additionally,
Jordan is renowned for proficiency testing, bioinformatics
and biomarker testing, honed through his involvement with
UK NEQAS.
Jordan holds a Bachelor of Science degree from Leeds
University and Anglia Ruskin University as well as post-
graduate studies at Imperial College London and a certificate
of general management from Judge Business School,
Cambridge University.
Key skills: Clinical sciences, data science, precision
medicine, pharma sector commercialization.
Nick is a highly experienced senior finance professional
with a track record of managing and developing finance
functions and governance structures in high growth
AIM‑quoted healthcare and technology companies with
global customer bases.
Prior to his appointment to Diaceutics PLC, he was Head of
Group Reporting at AIM-quoted Ergomed PLC, a full-service
pharmacovigilance and specialist clinical trial service provider
to the pharma and biotechnology industries.
During his tenure, Nick developed and managed the day-to-
day group finance reporting requirements for Ergomed PLC
and oversaw the roll-out of several governance framework
and reporting projects, including the financial integration of
two US business acquisitions. Prior to this, he was Group
Financial Controller at AIM-quoted Ceres Power Holdings
PLC, a fuel cell and electrochemical technology development
company, leading the development of the finance function to
accommodate a period of considerable commercial and
financial growth over four years.
Nick is a Fellow Chartered Accountant with the Institute of
Chartered Accountants in England and Wales (ICAEW) and
holds a Bachelor’s degree in accounting and finance from
the University of Southampton.
Key skills: Financial management, AIM public market,
high-growth tech and pharma businesses.
Cheryl joined the Board as a Non-Executive Director on
1 October 2024.
She has over 30 years’ experience in the global pharmaceutical
sector, notably with GSK, ViiV Healthcare and currently as a
Non-Executive Director of AIM-listed Allergy Therapeutics.
Cheryl is an internationally recognized opinion leader in the
development and commercialization of medicines.
Trained as a pharmacist, she has held numerous senior
leadership positions in the UK, EU, US and Canada, with
responsibilities including global commercial strategy, P&L,
sales, marketing, operations and Board membership.
Cheryl is passionate about bringing new therapies to the
patients who need them .
Cheryl holds a Bachelor of Science degree in Pharmacy
from the University of Toronto and a Master of Business
Administration from the Schulich School of Business,
York University, Toronto.
Key skills: Pharma commercialization, strategy, leadership
development, remuneration oversight, governance.
Jordan
Clark
Chief Data Officer
Nick
Roberts
Chief Financial Officer
(Insider Committee)
Cheryl
MacDiarmid
Non-Executive Director
(Remuneration Committee,
Audit and Risk Committee,
Insider Committee)
CORPORATE GOVERNANCE
STRATEGIC REPORT
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CORPORATE GOVERNANCE
Diaceutics PLC | 2024 Annual Report
54
Corporate governance report
Board of Directors – Governance
I am pleased to introduce the Corporate Governance
Report for the year-ended 31 December 2024. As an
AIM quoted company, we recognize and prioritize the
importance of sound corporate governance principles in
supporting and delivering the strategy of the Company and
its subsidiaries (the “Group”) and in embedding them fully
within the operations of the Group.
The Board of Directors (the “Board”) adopted the Quoted
Companies Alliance Corporate Governance Code (the
“QCA Code”) on the Company’s initial public offering to
the market in March 2019 and the Company’s Corporate
Governance Statement is available to view on the
Company’s website at diaceutics.com.
Board composition and roles
As announced on 23 July 2024 and effective 1 October
2024, Deborah Davis stepped down as non-executive Chair
and was replaced by Peter Keeling. Peter had transitioned
from his previous role to an Executive Director on 1 January
2024. Peter was also appointed to the Audit & Risk
Committee and the Remuneration Committee of the Board.
On 1 October 2024, Jordan Clark, the Company’s Chief
Data Officer (“CDO”), joined the Board as an Executive
Director. On the same date, Mike Wort stepped down as a
Non-Executive Director and Cheryl MacDiarmid joined the
Board as a Non-Executive Director. Cheryl was appointed
to the Audit & Risk Committee, the Remuneration
Committee and the Insider Committee of the Board upon
joining the Company. In addition, Graham Paterson was
appointed Senior Independent Director on 1 October 2024.
The Company currently complies with the principles of
the QCA Corporate Governance Code (the “QCA Code”)
issued in 2018 and is considering the implementation of
the 2023 QCA Code which it will be reporting against in
next year’s annual report.
The Board has overall responsibility for ensuring that
appropriate corporate governance principles are in place
and that these requirements are followed and applied
across the Group. The corporate governance arrangements
are designed, inter alia, to protect and respect the interests
of all stakeholders, to ensure that the Company is managed
for the long-term benefit of the Group’s shareholders and
other stakeholders, and to provide shareholders and other
stakeholders the opportunity to express their views and
expectations for the Group in a manner that encourages
open and ongoing dialog with the Board.
The Governance section of the Report from pages
54 to 80 sets out our approach to governance,
provides further information on the operation of the Board
and its committees and how the Group seeks to comply
with the ten principles of the QCA Code.
Peter Keeling
Chair
13 May 2025
The Board comprises two independent Non-Executive
Directors, one non-independent Non-Executive Director
and three Executive Directors.
Board operation and meetings
The Board has adopted a formal schedule of matters
reserved solely for its consideration, which may only be
amended by the Board. Matters reserved for the Board
include approval of overall Group strategy, budgets, major
contracts and investments, certain areas of legal and
regulatory compliance, key risk and control policy,
operational performance, corporate and shareholder
matters, including corporate capital structure, the annual
reports and financial statements and dividends.
In 2024 the Board held five scheduled monthly Board
meetings, replaced in months without meetings by a Board
reporting pack and supplemented by additional meetings
and meetings with the executive management, where required
for the proper management of the business. In addition,
the Board held three extended face-to-face meetings in
the year, devoted to a more in-depth review of key strategic
areas including strategy, investor relations and marketing
matters. One of these extended face-to-face meetings
incorporated a strategy session to formulate and evaluate
the Group’s near and long-term strategy. The Directors are
provided with regular and timely information regarding the
Group’s operational and financial performance.
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
CORPORATE GOVERNANCE
55
55
Diaceutics PLC | 2024 Annual Report
The following table shows the Directors’ attendance at scheduled Board meetings during the year-ended
31 December 2024:
This rhythm of meetings will broadly continue throughout
2025. Scheduled Board meetings are supplemented with
additional meetings and informal discussions between
members of the Board, the executive directors and senior
operational managers of the Company, in relation to
strategic business development and other topics which
are key to the Company’s progress.
Relevant information is circulated to the Directors in
advance of meetings to allow adequate time for discussion
or consideration.
Board meetings during the year and
time committed
The Board met 11 times in total during the financial
year‑ended 31 December 2024 for both scheduled and
ad-hoc meetings and calls.
Each of the Executive Directors is required to commit at
least five days per week to their roles. The Non-Executive
Directors are expected to provide such time as is required to
fully and diligently perform their duties. All Board members
are expected to attend all meetings of the Board and the
committees on which they sit, wherever possible.
The Directors are encouraged to debate and use
independent judgment, based on their respective
knowledge and experience, to challenge all matters
affecting the business, whether strategic or operational.
The Company has effective procedures in place to monitor
and deal with conflicts of interest. The Board is aware of
the other commitments and interests of its Directors, and
changes to these commitments and interests are reported
to and, where appropriate, agreed with the rest of the Board.
Board
Audit
Remuneration
Insider
Deborah Davis (resigned 1 October 2024)
9/9
3/3
4/4
n/a
Peter Keeling
10/11
1/1
2/2
n/a
Ryan Keeling
11/11
n/a
n/a
n/a
Nick Roberts
10/11
n/a
n/a
None
Jordan Clark
2/2
n/a
n/a
n/a
Graham Paterson
11/11
4/4
6/6
None
Mike Wort (resigned 1 October 2024)
8/9
3/3
4/4
None
Cheryl MacDiarmid (appointed 1 October 2024)
2/2
1/1
2/2
None
Board of Directors – Governance (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Diaceutics PLC | 2024 Annual Report
56
Board committees
The Board is supported by the Audit and Risk Committee,
Remuneration Committee and Insider Committee, all of
which have formally delegated duties and responsibilities
and written terms of reference. The terms of reference of
each committee are available from the Group’s website
at diaceutics.com
The Board and its committees are provided with
information in advance of meetings to give time to review
and consider the matters at hand. Each committee has
access to such resources, information and advice as it
deems necessary, at the cost of the Company, to enable
each committee to discharge its duties.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Graham
Paterson. The other members of the Committee as of
1 October 2024 are Peter Keeling and Cheryl MacDiarmid.
It meets at least twice a year at appropriate times in the
reporting and audit cycle and otherwise, as required.
The Committee’s responsibilities are set out in its terms
of reference and include, amongst other things, reviewing
the adequacy of the Group’s accounting and operating
controls, reviewing the financial statements of the Group
prior to publication, recommending the appointment of
the auditor and reviewing the scope and results of its audit.
It is further responsible for reviewing and monitoring the
effectiveness of internal financial controls, risk management
systems, overall risk framework and processes and risk
appetite and strategy.
Remuneration Committee
The Remuneration Committee is chaired by Graham
Paterson. The other members of the Committee as of
1 October 2024 are Peter Keeling and Cheryl MacDiarmid.
It meets at least twice a year at appropriate times in the
reporting cycle and otherwise as required.
The Committee’s responsibilities include, amongst others,
responsibility for determining (within the agreed policy) the
remuneration for the Chair, the Group’s Executive Directors
and senior management, reviewing the design of share
incentive plans, the structure of performance-related pay
schemes and targets related to those schemes and the
processes relating thereto.
From 1 May 2025, Cheryl MacDiarmid will be taking over
from Graham Paterson as Remuneration Committee chair.
Insider Committee
Operational inside or price-sensitive information relating
to, for example, a significant contract, is typically identified
initially by the Senior Management Team (all members of
whom are listed on the Company’s Insider List). There is an
internal procedure for the assessment and announcement
of such information, in discussion with the Company’s
advisors, where necessary, and the Board is included on all
such announcements. Other, one-off or non-operational
price sensitive events would be considered by the Insider
Committee, which comprises Nick Roberts, Graham
Paterson and, as of 1 October 2024, Cheryl MacDiarmid
and meets on an ad-hoc basis as required.
It is responsible for assisting and informing the decisions of
the Board concerning the identification of non-operational
inside information and/or price sensitive information, and to
make recommendations about how and when the Company
should disclose that information in accordance with the
Company’s disclosure manual, the Disclosure Guidance
and Transparency Rules, the AIM Rules and the Market
Abuse Regulations (“MAR”).
The Insider Committee did not meet during 2024, instead
favoring the Board meeting in its entirety for matters it
considered inside and/or especially price sensitive.
Board appointment, removal and re-election
The Company’s Articles of Association (the “Articles”)
require that one-third of the Directors stand for re-election by
shareholders annually by rotation and that any new Directors
appointed during the year must stand for re-election at the
AGM immediately following their appointment. In accordance
with the Articles, Jordan Clark (CDO) and Cheryl MacDiarmid,
having been appointed since the date of the last AGM will
stand for election, and Nick Roberts (CFO) will retire by
rotation and stand for re-election at the AGM.
On 1 October 2024, Deborah Davis resigned as a Non-
Executive Chair and Mike Wort resigned as Non-Executive
Director. They were replaced by Peter Keeling and Cheryl
MacDiarmid respectively. The Board thanks both Deborah
and Mike for their dedication and valuable service to the
Company. Deborah joined the Board as Chair in January
2021 and Mike has served as a Non-Executive Director
since the Company’s IPO in March 2019
Board of Directors – Governance (continued)
GROUP AND COMPANY FINANCIAL STATEMENTS
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Diaceutics PLC | 2024 Annual Report
57
Board knowledge, training and skills
Directors receive regular and timely information on the
Group’s operational and financial performance with
information being circulated to the Directors in advance
of meetings. The business reports monthly on its
performance against its agreed budget.
The Executive Directors maintain broad knowledge and
skills via active day-to-day involvement with leading global
experts from the lab, diagnostic, pharma, investor and
wider life-science industries. Diaceutics is also a member
of the Personalized Medicine Coalition, a pan-industry
group researching and promoting key dynamics of the
precision medicine market.
The Directors and employees of Diaceutics continue to be
named on thought leading whitepapers and peer reviewed
papers based on their research and analysis of the precision
medicine market.
Board members may attend such courses or training, as they
feel appropriate, to keep up to date. Involvement with a variety
of other Boards allows the Directors to witness alternative
approaches to similar business issues and to benefit from
the advice of more than just the Group’s advisors.
All Directors may take independent professional advice in
the furtherance of their duties, if necessary, at the Group’s
expense. In addition, the Directors have Application of
QCA code principles direct access to the advice and
services of the Company Secretary and senior managers
in the business.
The Chair, together with the Company Secretary, ensure
that the Directors’ knowledge is kept up to date on key
issues and developments pertaining to the Group, its
operational environment and to the Directors’
responsibilities as members of the Board.
Board performance and evaluation
Two formal and internally orchestrated Board effectiveness
reviews have taken place since the Company’s IPO in 2019.
The first was undertaken in 2019 to 2020 following the
establishment of the Board post IPO and this was repeated
in the year-ended 31 December 2021. This review was in
the form of a structured questionnaire circulated to all
Directors, where the Board’s performance was rated in
several strategically important areas. Results and outcomes
were analyzed by the Company Secretary and reported to
the Board. The Chair reported and discussed the key
themes with the Board, with appropriate recommendations
arising from this review being implemented by the Board.
It had been intended that a further formal performance
review would take place in 2024. However, given the
several changes during 2024 in both Executive and Non-
Executive Board positions, it is intended that a further
formal performance evaluation of the Board, the Audit and
Risk Committee and the Remuneration Committee will be
deferred to 2025, by which time the current Board will be
more established.
In addition to the formal appraisal process for Board
members, the Chair and Chief Executive Officer regularly
discuss the performance of the Board, the senior
management team and succession planning for both.
Board of Directors – Governance (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
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Diaceutics PLC | 2024 Annual Report
58
Application of QCA principles
Principle 1
Establish a strategy and business model which promote
long-term value for shareholders
At the center of Diaceutics is its purpose: that every patient
should get the opportunity to receive the right test and the
right therapy to positively impact their disease outcome.
We believe that by driving to fulfill this purpose we will
drive long-term stakeholder value and have established a
strategy and business model with this purpose at the heart.
The Group’s strategy is reviewed each year, and in 2024,
underpinned by the strong financial momentum and
balance sheet, this review culminated in an increased
investment and acceleration of the strategy. The strategy
is described on page 14.
Further details regarding our strategy and purpose can
be found on pages 7 to 8 and 14.
Principle 2
Seek to understand and meet shareholder needs
and expectations
The Board is committed to maintaining good
communications and constructive dialog with both its
institutional and private investors and the interests of
shareholders are considered paramount to the decision-
making process and strategic direction of the Group.
Details of how we communicate with our stakeholders
(including shareholders) are set out on pages 46 to 49,
‘Stakeholder engagement and s172’.
Principle 3
Take into account wider stakeholder and social
responsibilities and their implications for long-term
success
The Group has strong regard for the importance of its
stakeholders, including shareholders, customers and
suppliers, partners and labs, patients, the community,
regulators and employees.
Details of how we identify and engage with the varying
principal interests of stakeholders can be found on
pages 46 to 49, ‘Stakeholder engagement and S172’,
and pages 25 to 39 on ESG.
Principle 4
Embed effective risk management, considering both
opportunities and threats, throughout the organization
The Board acknowledges its responsibility for reviewing
the effectiveness of the systems that are in place to
manage risk and to provide reasonable assurance with
regard to the safeguarding of the Group’s assets,
operations, people and reputation.
The Board is responsible for reviewing and approving overall
Group strategy and determining the financial structure of
the Group including treasury, tax and dividend policies.
There are comprehensive procedures for budgeting
and planning, for monitoring and reporting business
performance against those budgets and for forecasting
expected performance over the financial year to the
Board. These cover profits, cash flow, capital expenditure
and the balance sheet.
The principal business and financial risks have been
identified and control procedures implemented. Further
details on the framework and principal risks and
uncertainties can be found on pages 42 to 45.
The Board considers that the internal controls in place
are appropriate for the size, complexity and risk profile
of the Group.
Principle 5
Maintain the Board as a well-functioning, balanced
team led by the Chair
Composition, roles and responsibilities
The Board currently comprises the Chair, Peter Keeling,
two further Non-Executive Directors, Graham Paterson
and Cheryl MacDiarmid, and three Executive Directors
Ryan Keeling (CEO), Nick Roberts (CFO) and Jordan Clark
(Chief Data Officer (CDO).
The Directors’ biographies, together with their respective
Board committee memberships, are set out on pages
51 to 53.
The Chair is responsible, inter alia, for the proper
functioning of the Board and the CEO has executive
responsibility for running the Group’s business and the
development and implementation of the Group’s strategy.
The CFO is responsible for all of the Group’s financial and
risk management operations and developing the global
financial architecture that underpins Group strategy and the
CDO is responsible for the development and management
of the DXRX platform and data assets of the Company.
The Non-Executive Directors have a particular
responsibility for bringing objective challenge, judgment
and scrutiny to all matters of the Board.
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59
Diaceutics PLC | 2024 Annual Report
59
They critically challenge proposed strategies and
operational performance. The Board considers that the
Non-Executive Directors are independent. While Peter
Keeling is not technically deemed independent the Board
is confident that in terms of decision making the Chair
operates independently, and there is a clear process for
managing conflicts. Graham Paterson’s appointment as
Senior Independent Director reinforces the independence
of the Board as a whole.
The Board considers that it has an appropriate balance
between independence, knowledge of the Company’s
technology, sector experience and professional standing
to allow it to discharge its duties and responsibilities;
pursue the Company’s strategic goals and address
anticipated issues in the foreseeable future. However,
the composition of the Board remains constantly under
review and consideration will be given to any potential
additions to the Board, to further broaden the experience
and effectiveness of the Board as the Group develops.
See pages 54 to 56 of the Corporate governance
report for further information on Board operation and
meetings, Directors’ time committed and Board
Committees.
Principle 6
Ensure that between them the Directors have the
necessary up-to-date experience, skills and capabilities
The biographies of the Board are set out on pages 51 to 53.
The Board retains a range of industry, technology,
operational and finance experience and there is a good
balance of skills, independence, diversity and knowledge
of both the Group and the arena in which it operates
including pharma, platform technology, innovation,
marketing, finance and public markets.
The Non-Executive Directors have been appointed on
merit and for their specific areas of expertise and
knowledge that enables them to bring independence of
judgment on issues of strategy and performance and to
debate matters constructively. Directors’ key individual
skills are listed with their biographies.
The Board is satisfied that, between the Directors, it has
an effective and appropriate balance of skills, knowledge,
experience and time committed to enable it to deliver the
strategy of the Group, it is nevertheless mindful of the
need to continually review the needs of the business to
ensure that this remains true.
See page 57 which covers the ‘Knowledge, training and
skills’ of the Board.
Principle 7
Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
The Board continually seeks to improve the ways in
which it interacts and the manner in which information is
presented to it. The processes and information presented
to the Board are regularly reviewed to ensure a consistent
and informative approach to reporting. This, in turn,
facilitates informed analysis and decision making by the
Board of all matters at hand.
See page 57 of the Corporate Governance Report which
deals with the ‘Performance and evaluation’ and page 56
for ’Appointment, removal and re-election’ of the Board.
Application of QCA principles – Governance (continued)
CORPORATE GOVERNANCE
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Diaceutics PLC | 2024 Annual Report
60
Principle 8
Promote a corporate culture that is based on ethical
values and behaviors
The core structure of the business culture is based on
the key values of Empowerment, Foresight, Fun, Empathy,
Communication and Trust, together known as the
Diaceutics EFFECT values. Culture activities are led by
our Culture Ambassadors and HR Team, in parallel with
the dissemination of our values, throughout the Company,
and beyond, to our collaborators, lab partners, clients
and investors. These EFFECT values are core to both
our recruitment and annual Performance Management
Framework and are the cornerstone on which our
mandatory onboarding program is based.
A Code of Conduct for Employees, which includes ethics
and ethical behavior, was introduced in January 2024.
The Board is committed to maintaining appropriate
standards for all the Company’s business activities and
ensuring that these standards are set out in written policies
and procedures to support these standards. These include
our Equality, Inclusion and Diversity Policy, Anti-Bribery
and Anti-Corruption Policy, Human Rights Policy,
Whistleblowing policy, Data Privacy and Anti-Slavery and
Human Trafficking Statement and our Supplier Inclusion
and Diversity Policy. Our critical vendor assessment policy
for new core suppliers includes a request for information
as to their code of ethics thereby seeking to ensure that
their culture aligns with our own and assessments of
existing suppliers are carried out as part of the regular
risk review process.
See ESG on pages 25 to 39 and Stakeholder engagement
and S172 on pages 46 to 49 for further information on
the Group’s corporate culture and our stakeholders.
Principle 9
Maintain governance structures and processes that
are fit for purpose and support good decision-making
by the Board
The Group’s governance structures have been reviewed
in the light of the QCA Code and the needs of the business.
The Board believes them to be in accordance with best
practice as adapted to best comply with the Group’s
circumstances and stage of development. The Company
complies with the principles of the QCA Corporate
Governance Code issued in 2018 and will be reporting
against the 2023 QCA Code in the 2025 Annual Report.
The Board has overall responsibility for implementing
the Group’s strategy and promoting the long-term success
of the Group. The Executive Directors have overall
responsibility for managing the day-to-day operational,
commercial and financial activities, supported by the
senior management team. The Non-Executive Directors
are responsible for bringing independent and objective
judgment to Board decisions.
The Board is confident that its governance structures
and processes are consistent with its current size and
complexity of the business. The appropriateness of the
Group’s governance structures will be reviewed annually
to take account of further developments of accepted
best practice and the development of the Company.
See pages 54 to 57 of the Corporate Governance
Report which deals with matters reserved to the Board and
Board Committees and pages 52 to 53 for Directors’
roles and responsibilities.
Principle 10
Communicate how the Company is governed and is
performing by maintaining a dialog with shareholders
and other relevant stakeholders
The Company communicates with shareholders inter alia
through the Annual Report and financial statements, the
announcement of its full-year and half-year results, the
AGM and the release of news via RNS channels and by
regular one-to-one meetings with large existing or
potential new shareholders and via open events with
private shareholders.
The Group’s workforce is regularly updated as appropriate,
with the development of the Group and its performance.
Full details of how we communicate with our employees
are set out in the ESG section on pages 32 to 36.
The Company holds regular All Company Meetings
(ACM) to which all employees are invited to communicate,
disseminate information and discuss the Group’s plans and
goals. The latest three-day ACM event was held in April
2024. This provided the opportunity for all 200 employees
present to fully engage and align with the culture and
strategic goals of the Group in an environment which
was effective and conducive to this achievement.
Please see our stakeholder engagement and S172 on
pages 46 to 49 for further information about our
engagement with all of our stakeholders.
Application of QCA principles – Governance (continued)
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
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61
Remuneration committee report
On behalf of the Board, I am pleased to present the
Remuneration Committee Report for the year ended
31 December 2024.
Remuneration committee
On 1 October 2024, Peter Keeling was appointed Non-
Executive Chair in place of Deborah Davis who stepped
down as Non-Executive Chair on the same date.
Cheryl MacDiarmid was also appointed as a Non-Executive
Director on 1 October 2024 and Mike Wort stepped down
as Non-Executive Director.
Accordingly, during the year ended 31 December 2024,
the Committee consisted of three Non-Executive
Directors: me (as Chair), Deborah Davis and Mike Wort
until 30 September 2024. Since 1 October 2024, the roles
have been occupied by me (as Chair), Peter Keeling and
Cheryl MacDiarmid. The Remuneration Committee met
six times during the year ended 31 December 2024.
With effect from 1 May 2025, Cheryl MacDiarmid will take
over from me as Chair of the Remuneration Committee.
I will remain as a Remuneration Committee member while
continuing to chair the Audit & Risk Committee.
Role of the Remuneration Committee
The Remuneration Committee has responsibility for
determining and agreeing with the Board the Company’s
broad remuneration policy, for the Chair and the Executive
Directors, including pension rights and compensation
payments, together with recommending the level and
structure of remuneration for senior management.
The Remuneration Committee also has responsibility for
determining (within the terms of the agreed policy) the total
individual remuneration package of the Chair, the
Executive Directors, Company Secretary, and senior
Executives including bonuses, incentive payments, and
share options. The Committee is responsible for the
design, setting of targets and approval of total annual
payments under the Company’s performance-related pay
schemes together with the design of all share incentive
plans and annual awards thereunder.
When performing duties that relate to determining
salary increases, the Remuneration Committee takes
consideration of the pay and employment conditions
across the Group. The Board is also responsible for
the remuneration of the Non-Executive Directors.
Policy on Executive Directors and senior
management remuneration
Diaceutics prioritizes recruiting and retaining highly
skilled and experienced staff to support the success of
the Group. The remuneration policy seeks to deliver a
fair and balanced remuneration package for each of the
Executive Directors and senior management team,
reflecting experience and role. The remuneration policy
takes into consideration the Group’s appetite for risk and
is aligned to the long-term strategic goals of the Group.
In remunerating the Executive Directors and management,
a proportion of the remuneration is structured to link
rewards to corporate and individual performance, to
drive long-term success for the Group.
Basic salary
The basic salaries of the Executive Directors are reflective
of competitive rates, taking into consideration the level of
experience and skills which the individual has relevant to
the sector and the level of compensation within
comparable companies.
All Executive Directors’ salaries are determined on
appointment, as part of the individual remuneration
package (within the terms of the agreed policy) and are
reviewed annually by the Committee. Executive Directors’
pay is considered annually, in line with the wider workforce.
Changes in basic salaries are considered in the light of
changes in responsibilities, roles, and external changes
such as inflation.
In February 2024 the Committee recommended that a
review and benchmarking of the salaries and incentive
packages (including Long Term Incentive Plans) of the
Board (including the Chair of the Board and the Non-
Executive Directors) and senior management be
undertaken both in absolute and relative terms. External
advisors were commissioned to carry out this review
and the findings were adopted in May 2024.
As a result of this review, the base salary of senior
managers was increased by 5% from May 2024 and
backdated to 1 March 2024, in line with the wider employee
base. The Executive Directors’ salaries were increased
from 1 March 2024 as follows: Ryan Keeling, CEO, from
£270,880 to £315,000; Peter Keeling (as Executive
Director) remained on £297,156; and Nick Roberts, CFO,
from £194,616 to £225,000.
Since Peter Keeling’s appointment as Non-Executive
Chair on 1 October 2024 he has been paid an annual
Non‑Executive Director’s fee of £120,000.
Jordan Clark’s annual salary upon appointment to the
Board as CDO on 1 October 2024, was £220,000.
CORPORATE GOVERNANCE
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CORPORATE GOVERNANCE
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62
In April 2024, the Committee approved a group-wide
pay increase, which was a mix of both inflation and
performance measures. This averaged 5.0% and was
backdated to 1 March 2024. In March 2025 the Committee
approved a group-wide pay increase, again this was a mix
of both inflation and performance measures, averaging
4.15% and this was backdated to 1 March 2025.
Pension
All employees in the UK and Ireland can participate in
the Group pension scheme within which the employer
makes pension contributions of between 2% and 5% for
employees. Enhanced rates can be agreed for particular
members of senior management on an individual basis.
Prior to June 2024 the Company contributed 5% of
salary for Peter Keeling and Ryan Keeling and 4% for
Nick Roberts. These arrangements were reviewed in 2024
and were aligned to 5% for each Executive Director from
June 2024, and for Jordan Clark on his appointment to
the Board on 1 October 2024. The Company has not made
any pension contributions for Peter Keeling since his
appointment as Board Chair on 1 October 2024.
Private healthcare
All employees including the Executive Directors are
eligible to participate in the Company’s private healthcare
arrangements.
Performance related bonuses
All Executive Directors, senior and middle management
and other key employees are eligible to receive annual
performance-related bonuses. Annual cash bonuses are
paid upon the achievement of pre-set financial and
strategic objectives for the Group. The Committee, in
conjunction with the Board, reviews these targets and
sets the objectives at the start of each financial year.
During 2024, Executive Directors were eligible to receive
an annual cash bonus based on corporate financial targets
(Revenue and Profit) of up to 80% of their base salary.
In 2024, based on the Group’s financial performance for
the 2023 financial year, the Executive Directors did not
receive an annual cash bonus.
Based on the Group’s performance for the 2024 financial
year, bonuses equivalent to 69.6% of the maximum (being
55.7% of basic pay) were paid to the Executive Directors
in relation to the Group’s 2024 performance.
Ryan Keeling, CEO, was awarded £218,446; Nick Roberts,
CFO, was awarded £156,033; and Jordan Clark, CDO,
was awarded £114,383, which when prorated based on
his promotion to the Board as an Executive Director from
1 October 2024 is £28,596. No bonuses were awarded
in relation to the 2023 financial year performance.
In addition, the Company paid a discretionary bonus for all
Group employees who were not part of another Company
bonus or incentive scheme, in respect of the financial year
2024 results. This discretionary bonus of £2,000 was paid
to employees in March 2025.
From 2025, the performance related bonuses for Executive
Directors will remain at a maximum percentage of 80% of
base salary based on the Group’s revenue and Adjusted
EBITDA performance.
Share options
Equity-based awards are made to Executive Directors,
senior and middle management, and other key employees.
This scheme is intended to provide a long-term incentive
plan for eligible employees and ensure employee
remuneration is aligned to those of shareholders. The first
grant of market value share option awards was made in
June 2020. Grants in 2021 to 2024 have been made with
the following performance criteria:
• April 2021: absolute shareholder return
• April 2022: absolute shareholder return
• May 2023: absolute shareholder return and
recurring revenue
• July 2024: absolute shareholder return, recurring
revenue and revenue growth
The performance criteria for share options granted in
July were split between absolute shareholder return
(70% executive directors, 20% for other staff), recurring
revenue attainment (15% executive directors, 40% for
other staff) and revenue growth (15% executive directors,
40% for other staff). In October 2024, one-off non-dilutive
share options were granted to Ryan Keeling and Nick
Roberts. The performance criteria for these share options
are based upon growth in absolute shareholder return
during the performance period, the successful sole or
joint listing of the Company on an alternative public stock
exchange and other customary corporate events.
During 2024, Executive Directors were eligible to be
awarded LTIP equity awards on an annual basis up to a
value of 100% of their base salary. Details of share option
awards to Directors are included later in this report.
Remuneration Committee report (continued)
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
CORPORATE GOVERNANCE
63
63
Diaceutics PLC | 2024 Annual Report
From 2025 Executive Directors are similarly eligible to
be awarded LTIP equity awards on an annual basis up
to a value of 100% of their base salary.
Share incentive plan
All Group employees are entitled to participate in the
Group’s Share Incentive Plan (‘SIP’). UK employees
participate through an HMRC approved share matching
scheme and non-UK employees through a share option
structure. The SIP enables employees to purchase shares
up to a value of £1,800 in the Company which are matched
by the Company on a one-for-one basis.
Another window for new and existing employees to join
the SIP opened in March 2025 and closed in April 2025.
As of December 2024, there were 84 UK employees and
21 global employees (representing 53% of the Group’s
workforce) enrolled in the SIP.
Activity during the year
In the year to 31 December 2024, the Committee
recommended that a review and benchmarking of the
salaries and incentive packages (including Long Term
Incentive Plans) of the board (including the Chair and the
Non-Executive Directors) and senior management be
undertaken both in absolute and relative terms.
External advisors were commissioned to carry out this
review and the findings were adopted in May 2024, resulting
in the base salary of senior managers being increased by
5% in line with the wider employee base. These findings
were also reflected in the increases in Executive Directors’
salaries during the year and in the structure of the 2024
LTIPs which were considered by the Committee.
The Committee also considered and made
recommendations on several other key matters including
the structure of the 2024 bonus and incentive plan and the
one-off non-dilutive grant of LTIP options to Ryan Keeling
and Nick Roberts, performance related pay increases
during the year, Company performance in relation to bonus
payments in relation to the 2023 year and the grant of
share options under the LTIP.
In 2024 a new incentive scheme was approved for
introduction in 2025 to incentivize and reward the highest
performing sales account team, including team trips to
Europe and the US.
Ongoing activity
Early 2025 saw the further enhancement and relaunch
of the performance management process to ensure even
closer alignment of individual contributions with the
broader business strategy.
Diaceutics continues to build a succession program and
will focus on incentivizing and retaining key employees
through their development and career progression, as well
as incentivizing them using remuneration structures that
align their goals with the longer-term goals of the Company
and shareholders.
Remuneration Committee report (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Diaceutics PLC | 2024 Annual Report
64
Director’s remuneration
The remuneration of the Board of Directors for the year ended 31 December 2024 is set out below :
Executive
Basic salary (£)
Bonus¹ (£)
Taxable
benefits² (£)
Pension (£)
2024 Total (£)
2023 Total (£)
Note of changes
Peter Keeling
222,867
–
–
11,143
234,010
310,994
Until 30 Sep 24
Ryan Keeling
307,647
218,446
–
15,382
541,475
282,494
Jordan Clark³
55,000
28,596
157
2,200
85,953
–
Appointed 1 Oct 2024
Nick Roberts
219,900
156,033
864
10,509
387,306
193,049
Total
805,414
403,075
1,021
39,234
1,248,744
786,537
Non-Executive
Basic salary (£)
Bonus¹ (£)
Taxable
benefits² (£)
Pension (£)
2024 Total (£)
2023 Total (£)
Note of changes
Deborah Davis
64,735
–
–
–
64,735
75,000
Resigned 1 Oct 2024
Peter Keeling
30,000
–
–
1,500
31,500
–
From 1 Oct 2024
Mike Wort
31,650
–
–
–
31,650
39,000
Resigned 1 Oct 2024
Charles Hindson
–
–
–
–
–
45,000
Resigned 1 Oct 2023
Cheryl MacDiarmid⁴
10,000
–
–
–
10,000
–
Appointed 1 Oct 2024
Graham Paterson
49,167
–
–
–
49,167
15,000
Appointed 1 Oct 2023
Total
185,552
–
–
1,500
187,052
174,000
Grand Total
990,966
403,075
1,021
40,734
1,435,796
960,537
¹ Bonus in relation to performance in 2024 paid in April 2025.
² Taxable benefits consist of private healthcare provision during the period.
³ Jordan Clark’s’ remuneration in 2024 reflects all payments made since his appointment on 1 October 2024 to 31 December 2024. His annual bonus has been prorated for the period from which he was appointed as a director.
⁴ Cheryl MacDiarmid’s remuneration in 2024 reflects all payments made since her appointment on 1 October 2024.
Remuneration Committee report (continued)
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
CORPORATE GOVERNANCE
Diaceutics PLC | 2024 Annual Report
65
Directors’ interests in share options for the year ended 31 December 2024
The interests of the Board of Directors in share options for the year ended 31 December 2024 are set out below:
Director
Type of
award
Award date
Number of share
options as at
31 December 2024
Exercise
price (£)
Vesting
Date
Number of share
options as at
31 December 2023
Ryan Keeling
LTIP
17-Apr-20
180,000
1.265
17-Apr-23
180,000
LTIP
1-Apr-21
– *
0.002
1-Apr-24
64,154
LTIP
1-Apr-22
72,290
0.002
1-Apr-25
72,290
LTIP
18-May-23
93,407
0.002
18-May-26
93,407
LTIP
23-Jul-24
236,250
0.002
23-Jul-27
–
LTIP
24-Oct-24
557,953
0.002
24-Oct-29
–
Nick Roberts
LTIP
1-Apr-22
41,838
0.002
1-Apr-25
41,838
ESOP
27-May-22
50,000
0.002
18-May-25
50,000
LTIP
18-May-23
67,034
0.002
18-May-26
67,034
LTIP
23-Jul-24
168,750
0.002
23-Jul-27
–
LTIP
24-Oct-24
139,488
0.002
24-Oct-29
–
SIP
9-Sep-22 to 31-Dec-24
4,327
nil
9-Sep-25 to 31-Dec-27
2,784
Jordan Clark
LTIP
1-Apr-21
– *
0.002
1-Apr-24
46,003
LTIP
1-Apr-22
50,495
0.002
1-Apr-25
50,495
LTIP
18-May-23
65,245
0.002
18-May-26
65,245
LTIP
23-Jul-24
74,502
0.002
23-Jul-27
–
SIP
9-Sep-22 to 31-Dec-24
4,327
nil
9-Sep-25 to 31-Dec-27
2,784
Peter Keeling
LTIP
17-Apr-20
180,000
1.265
17-Apr-23
180,000
LTIP
1-Apr-21
– *
0.002
1-Apr-24
73,542
LTIP
1-Apr-22
79,303
0.002
1-Apr-25
79,303
LTIP
18-May-23
102,468
0.002
18-May-26
102,468
* The minimum threshold absolute shareholder return performance conditions were not met upon the vesting date and therefore the share options lapsed on 1 April 2024.
Remuneration Committee report (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Diaceutics PLC | 2024 Annual Report
66
Directors’ interests in shares for the year ended 31 December 2024
The Directors who held office during 2024 had the following interests in the ordinary shares of £0.002 in the capital of the Company:
Director
Number of Ordinary Shares
held at 31 December 2024
Ordinary Shares as a %
of issued share capital
Number of Ordinary Shares
held at 31 December 2023
Ryan Keeling
2,990,643¹
3.53%
2,990,643
Nick Roberts
66,903²
0.08%
62,576
Jordan Clark³
576,517
0.68%
–
Non-Executive
Peter Keeling
15,752,049⁴
18.58%
17,252,049
Deborah Davis⁵
–
–
86,000
Mike Wort⁶
–
–
144,737
Graham Paterson
73,498
0.09%
–
Cheryl MacDiarmid⁷
–
–
–
Total
19,457,727
22.95%
20,536,005
• On 30 January 2025 Graham Paterson purchased 11,643 Ordinary Shares at a price of £1.375 per share, representing 0.01% of the Company’s issued share capital.
• During the period from 1 January 2025 to 30 April 2025 a total of 916 Ordinary Shares were purchased on behalf of, or issued to, Nick Roberts pursuant to the SIP,
of which 458 are purchased shares, and 458 are matching shares which do not vest until three years from the date of purchase.
• During the period from 1 January 2025 to 30 April 2025 a total of 916 Ordinary Shares were purchased on behalf of, or issued to, Jordan Clark pursuant to the SIP,
of which 458 are purchased shares, and 458 are matching shares which do not vest until three years from the date of purchase.
Save as described above there were no changes in the shareholdings of the directors between 31 December 2024 and the date of this report.
¹ includes 100,000 shares held by a PCA with Ryan Keeling
² includes 19,525 shares held by a PCA with Nick Roberts
³ Appointed 1 October 2024
⁴ includes 7,876,024, shares held by a Person Closely Associated (PCA) with Peter Keeling
⁵ Resigned 1 October 2024
⁶ Resigned 1 October 2024
⁷ Appointed 1 October 2024
Remuneration Committee report (continued)
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
CORPORATE GOVERNANCE
Diaceutics PLC | 2024 Annual Report
67
Service contracts and Non-Executive
Directors’ letters of appointment
On 1 October 2024, Peter Keeling was appointed as Non-
Executive Chair in place of Deborah Davis who stepped
down as Non-Executive Chair on the same date. Cheryl
MacDiarmid was also appointed as a Non-Executive
Director on 1 October 2024 and Mike Wort stepped down
as a Non-Executive Director. Jordan Clark was appointed
to the Board as Chief Data Officer on 1 October 2024.
Ryan Keeling has a rolling contract that is terminable on
12 months’ notice and Nick Roberts and Jordan Clark each
have a rolling contract which is terminable on six months’
notice. Peter Keeling has a letter of appointment which is
terminable on six months’ notice and each of the other
Non-Executive Directors, Graham Paterson and Cheryl
MacDiarmid, have a letter of appointment which is
terminable on three months’ notice.
Peter Keeling’s annual fees upon appointment as Chair on
1 October 2024 are £120,000. The annual fees for Graham
Paterson in the year (and for Cheryl MacDiarmid upon her
appointment in October 2024) were £39,000, increasing to
£40,000 in 2025. Additional fees are payable to Non-
Executive Directors for the following positions: Audit and
Risk Committee Chair £5,000; Remuneration Committee
Chair £5,000 and Senior Independent Director, £5,000.
Committee evaluation
The Committee last underwent a formal performance
evaluation as part of the Board’s effectiveness review in
respect of the year ended 31 December 2021. With the
changes to the Board in 2024, including to the Committee,
with Peter Keeling and Cheryl MacDiarmid being appointed
to the Committee in place of Deborah Davis and Mike Wort,
the Committee plans to undergo a standalone formal
performance evaluation during 2025.
Shareholder approval of the Directors’
remuneration report
Shareholders are asked to approve this Directors’
Remuneration Report (excluding the Directors’
Remuneration Policy) for the year ended 31 December
2024 at the forthcoming Annual General Meeting.
This resolution is advisory in nature.
Graham Paterson
Remuneration Committee Chair
13 May 2025
Remuneration Committee report (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
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68
Diaceutics PLC | 2024 Annual Report
Audit and risk committee report
On behalf of the Board, I am pleased to present the
Audit and Risk Committee Report for the year-ended
31 December 2024.
Audit and Risk Committee
On 1 October 2024, Peter Keeling was appointed Non-
Executive Chair in place of Deborah Davis who stepped
down as Non-Executive Chair on the same date. Cheryl
MacDiarmid was also appointed as a Non-Executive
Director on 1 October 2024 and Mike Wort stepped down as
Non-Executive Director. Accordingly, during the year ended
31 December 2024 the Committee consisted of three Non-
Executive Directors: me (as Chair), Deborah Davis and Mike
Wort until 30 September 2024 and from 1 October 2024,
me (as Chair), Peter Keeling and Cheryl MacDiarmid.
The Audit and Risk Committee is convened as required and
met four times during the year-ended 31 December 2024
to discharge its responsibilities inter alia in connection
with the Group’s Financial Statements for the year-ended
31 December 2023 and the Interim Financial Statements
for the six months ended 30 June 2024.
Role of the Audit and Risk Committee
The Audit and Risk Committee is responsible for ensuring
that the financial performance of the Group is properly
reported on and reviewed, and its role includes monitoring
the integrity of the financial statements of the Group
(including annual and interim financial statements and
results announcements), reviewing any changes to
accounting policies, reviewing and monitoring the extent
of the non-audit services undertaken by external auditors,
reviewing findings of an audit with the auditors,
meeting regularly with the auditors and advising on the
appointment of external auditors. It is further responsible
for reviewing and monitoring the effectiveness of internal
financial controls, risk management systems and overall
risk framework and processes, considering appropriate
risk appetite and strategy across all major activities,
overseeing current and prospective risks faced by the
Company and its strategy in relation to future risks,
ensuring that risk management is properly considered in
Board decisions, and that the risk management function
is adequately sourced.
The CEO, CFO, the Head of Finance and the external
auditors normally attend Committee meetings. The
Committee also met with the external auditors without
management present during the year.
While the Board as a whole has a duty to act in the best
interests of the Company, the Committee has a particular
role, acting independently of management, to ensure
that the interests of shareholders are properly protected
in relation to financial reporting and the effectiveness
of the Group’s systems of financial internal controls.
The principal areas of judgment considered by the
Committee in relation to the Group’s 2024 financial
statements include revenue recognition in accordance
with IFRS 15 and the capitalization of intangibles. Each
of these areas also received particular focus from the
external auditor, who provided detailed analysis and
assessment of the matter in their report to the Committee.
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
CORPORATE GOVERNANCE
Diaceutics PLC | 2024 Annual Report
69
The key responsibilities of the Committee are to:
• Monitor the integrity of the Group’s financial statements
and other statements and announcements relating to its
financial performance, reviewing and challenging the
methodology and assumptions used where necessary.
• Consider the Group’s accounting policies and practices
along with its application of accounting standards and
significant judgments.
• Review and monitor the effectiveness of the Group’s
system of internal controls, including financial reporting
and controls and risk management systems and overall
risk framework and processes.
• Consider and oversee the Group’s appetite and strategy
for risk across all major activities, oversee current and
future risks and the management thereof, ensure the
proper consideration of risk by the Board and adequate
resourcing of the risk management function.
• Review the adequacy and security of the Group’s
procedures and controls for whistleblowing; the
detection of fraud and the prevention of bribery.
• Consider and make recommendations to the Board on
the appointment, reappointment, removal or resignation
and remuneration of the external auditors.
• Oversee the relationship with the Group’s external
auditors including consideration of the objectivity and
independence of the external audit process.
The full terms of reference for the Committee can be found
on the Company’s website at diaceutics.com
External auditors
Ernst & Young were appointed by the Board as the
Company’s external auditor on 24 June 2024 for the 2024
reporting year and it is their intention to put themselves
forward at the AGM to stand as auditors for the next
financial year.
There are no contractual obligations that restrict the
Board’s choice of external auditors.
Committee performance and effectiveness
During the year, the Committee:
• Reviewed the Annual Report and Accounts
• Reviewed the status of the systems of internal control
and monitored progress of the internal audit and risk
management programs during the current year; and
• Liaised with the external auditors, including on their
appointment, and considered their non-audit work.
The Committee last underwent a formal performance
evaluation as part of the Board’s effectiveness review in
respect of the year-ended 31 December 2021. With the
changes to the Board in 2024, including to the Committee,
with Peter Keeling and Cheryl MacDiarmid being appointed
to the Committee in place of Deborah Davis and Mike Wort,
it plans to undergo a standalone formal performance
evaluation during 2025.
This Audit and Risk Committee Report was reviewed and
approved by the Board.
Graham Paterson
Audit and Risk Committee Chair
13 May 2025
Audit and risk committee report (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
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70
Directors’ report
The Directors present their annual report and the audited
Group financial statements for the year-ended 31 December
2024. These will be laid before the shareholders of the
Company at the next Annual General Meeting (AGM).
Diaceutics PLC is incorporated in Northern Ireland, registration
number NI055207, and its registered office is First Floor,
Building Two, Dataworks at King’s Hall Health & Wellbeing
Park, Belfast, County Antrim, Northern Ireland, BT9 6GW.
The Company is listed on the Alternative Investment Market
of the London Stock Exchange (AIM: DXRX).
Principal activities
The principal activities of the Group during the year
continued to be the provision of commercialization
solutions for precision medicines to the world’s leading
pharma and biotech companies through data analytics,
scientific and advisory services enabled by our platform
DXRX – The Diagnostics Network®. The Group engages
in research and development activities in the area of
precision medicine data and platform software.
Results and dividends
The loss after tax for the year amounted to £1,718,000
(2023: loss £1,746,000).
No dividends were paid during the year. The Directors
do not recommend the payment of a dividend.
Going concern
The financial performance and balance sheet position at
31 December 2024 along with a range of scenario plans
to 31 December 2027 have been considered, applying
different sensitives to revenue. Across these scenarios,
including at the lower end of the range, there remains
significant headroom in the minimum cash balance over
the period to 31 December 2027 and therefore, the
Directors have satisfied themselves that the Group
has adequate funds in place to continue in operational
existence for the foreseeable future.
Accordingly, the Group continues to adopt the going
concern basis in preparing its consolidated financial
statements.
Research and development and future
developments
In line with the Group’s strategy, management intends to
further develop the Group’s technology product offering,
including its proprietary data lake and DXRX platform,
to meet future customer and market demand.
Outlook and financial risk
Details of the market and financial outlook are disclosed
in our strategic report on pages 4 to 24, and
financial risks are outlined within principal risks and
uncertainties on pages 42 to 45.
Directors
The Directors who served during the year, and up to
the date the financial statements were signed, were:
• Deborah Davis (resigned 1 October 2024)
• Peter Keeling
• Ryan Keeling
• Nick Roberts
• Graham Paterson
• Mike Wort (resigned 1 October 2024)
• Jordan Clark (appointed 1 October 2024)
• Cheryl MacDiarmid (appointed 1 October 2024)
In accordance with the Articles of Association, Jordan
Clark (CDO) and Cheryl MacDiarmid, having been
appointed since the date of the last AGM, will stand for
election, and Nick Roberts (CFO) will retire by rotation
and stand for re-election at the forthcoming AGM.
Directors’ interests and indemnity
arrangements
The Directors’ interests in the shares of the Company are
disclosed in the Remuneration Report on pages 65 to 66.
The Directors and officers of the Group have the benefit
of a Directors’ and Officers’ liability insurance.
No Director had, during or at the end of the year, a material
interest in any contract which was significant in relation to
the Group’s business, except in respect of Peter Keeling’s
interest in O’Conner & McCann Ltd, the lessor of the
Company’s Dataworks office in Belfast.
Share capital
Details of the Company’s issued share capital and treasury
shares are shown in Note 25 to the consolidated financial
statements.
The share capital of the Company comprises one
class of ordinary shares and these are listed on AIM.
At 31 December 2024 there were 84,773,888 fully paid
ordinary shares in issue. All shares are freely transferable
and rank pari passu for voting and dividend rights.
Political donations
The Group has not made any political donations during the
year (2023: £Nil).
Financial instruments
Information on the Group’s financial instruments, together
with the Group’s assessment on financial risk is disclosed in
Note 24 and is included in this report by cross reference.
GROUP AND COMPANY FINANCIAL STATEMENTS
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Substantial shareholdings
At 31 December 2024, shareholders holding more than 3% of the share capital in Diaceutics PLC were:
Ordinary Shares
Percentage of that class
Peter Keeling ¹
15,752,049
18.58%
Gresham House
12,316,631
14.53%
Canaccord Genuity Wealth Mgt
8,167,000
9.63%
Danske Capital Mgt
3,491,822
4.12%
Ryan Keeling ²
2,990,643
3.53%
BlackRock Investment Mgt
2,714,165
3.20%
West Elk Partners
2,543,281
3.00%
Total
47,975,591
56.59%
¹ Includes 7,876,024 shares held by a Person Closely Associated (PCA) with Peter Keeling
² Includes 100,000 shares held by a PCA with Ryan Keeling
Save as referred to above, the Directors are not aware of any persons as at 31 December 2024 who were interested in 3% or
more of the voting rights of the Company or could directly or indirectly, jointly or severally, exercise control over the Company.
Disclosure of information to auditors
Each of the persons who are Directors at the time when
this Directors’ Report is approved has confirmed that:
• So far as the Director is aware, there is no relevant audit
information of which the Group’s auditors are unaware;
and
• The Director has taken all the steps that ought to have
been taken as a Director in order to be aware of any
relevant audit information and to establish that the
Group’s auditors are aware of that information.
Independent auditors
The auditors, Ernst & Young, will be proposed for
reappointment in accordance with section 485 of the
Companies Act 2006.
This report was approved by the Board and signed
on its behalf.
Ryan Keeling
Chief Executive Officer
13 May 2025
Streamline Energy and Carbon Reporting
(SECR)
Diaceutics PLC has adopted the requirements of scope
1, 2 and 3 greenhouse gas (GHG) emissions in accordance
with the Streamlined Energy and Carbon Reporting (SECR)
framework ahead of the statutory requirement to do so.
The report includes Diaceutics’ stated emissions for the
most recent reporting year, the 12 months from 1 January
2024 to 31 December 2024.
Further information about the SECR methodology, scope,
process and reported numbers, along with the prior year
comparative data for 1 January 2023 to 31 December 2023
are disclosed on pages 27 to 30, and are included in
this report by cross reference.
Directors’ report (continued)
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72
Diaceutics PLC | 2024 Annual Report
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the
Directors prepared the Group financial statements in
accordance with UK-adopted international accounting
standards and the company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101 “Reduced Disclosure
Framework”, and applicable law).
Under company law, 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 Group
and Company, and of the profit or loss of the Group for
that period. In preparing the financial statements, the
Directors are required to:
• Select suitable accounting policies and then apply
them consistently
• State whether applicable UK-adopted international
accounting standards have been followed for the group
financial statements and United Kingdom Accounting
Standards, comprising FRS 101, have been followed
for the company financial statements, subject to any
material departures disclosed and explained in the
financial statements
• Make judgments and accounting estimates that are
reasonable and prudent
• Prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and Company will continue in business
Statement of Directors’ responsibilities
in relation to the financial statements
The Directors are responsible for safeguarding the
assets of the Group and Company, and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s and Company’s transactions and disclose
with reasonable accuracy at any time the financial position
of the Group and Company, thus enabling them to ensure
that the financial statements comply with the Companies
Act 2006.
The Directors are responsible for the maintenance
and integrity of the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Ryan Keeling
Chief Executive Officer
13 May 2025
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Independent Auditor’s report to the members of Diaceutics PLC
Opinion
In our opinion:
• Diaceutics plc’s Group financial statements and Parent Company financial statements
(the “financial statements”) give a true and fair view of the state of the Group’s and of
the Parent Company’s affairs as at 31 December 2024 and of the Group’s loss for
the year then ended;
• the Group financial statements have been properly prepared in accordance with
United Kingdom adopted International Accounting Standards;
• the Parent Company financial statements have been properly prepared in accordance
with United Kingdom Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of
the Companies Act 2006.
We have audited the financial statements of Diaceutics plc (the ‘Parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 31 December 2024 which comprise:
Group
Parent Company
Group Profit and Loss Account
for the year then ended
Company Statement of Financial Position
as at 31 December 2024
Group Statement of Comprehensive
Income for the year then ended
Company Statement of Changes in Equity
for the year then ended
Group Statement of Financial Position
as at 31 December 2024
Related notes 1 to 30 to the financial statements
including material accounting policy information
Group Statement of Changes in
Equity for the year then ended
Group Statement of Cash Flows
for the year then ended
Related notes 1 to 30 to the financial
statements, including material accounting
policy information
The financial reporting framework that has been applied in the preparation of the Group
financial statements is applicable law and UK adopted international accounting standards.
The financial reporting framework that has been applied in the preparation of the Parent
Company financial statements is applicable law and United Kingdom Accounting Standards,
including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted
Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK)
(ISAs (UK)) and applicable law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the financial statements section
of our report. We are independent of the Group and Parent 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 as applied to listed entities, 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.
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.
Our evaluation of the directors’ assessment of the Group and Parent Company’s ability to
continue to adopt the going concern basis of accounting included:
• In conjunction with our walkthrough of the Group and Parent Company’s financial close
process, we confirmed our understanding of management’s going concern assessment
process and also engaged with management early to ensure all key factors were
considered in their assessment;
• We obtained management’s going concern assessment, including the cash forecast
for the going concern period which covers the period from the date of signing of this
audit opinion to 31 December 2027;
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• We tested the factors and assumptions included in the cash forecast. We considered the
appropriateness of the methods used to calculate the cash forecasts and determined
through inspection and testing of the methodology and calculations that the methods
utilised were appropriately sophisticated to be able to make an assessment for the Group
and Parent Company;
• We considered mitigating factors that are within the control of the Group and Parent
Company. This includes review of the Group and Parent Company’s cash outflows and
evaluating the Group and Parent Company’s ability to control these outflows as
mitigating actions if required;
• We have performed reverse stress testing in order to identify what factors would lead
to the Group utilising all cash which covers the period from the date of signing of this
audit opinion to 31 December 2027;
• We reviewed the Group and Parent Company’s going concern disclosures included
in the annual report in order to assess that the disclosures were appropriate and in
conformity with the reporting standards.
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 and Parent Company’s ability to continue as a going concern for a period
from the date of signing of this audit opinion to 31 December 2027.
Our responsibilities and the responsibilities of the directors with respect to going concern
are described in the relevant sections of this report. However, because not all future events
or conditions can be predicted, this statement is not a guarantee as to the Group and
Parent Company’s ability to continue as a going concern.
Overview of our audit approach
Audit scope
• We performed an audit of the complete financial information of
3 components and performed audit procedures on specific
balances for a further 1 component.
Key audit matters
• The key audit matters that we identified in the current year were:
‒ Revenue recognition
‒ Accounting for capitalised development costs
Materiality
• Overall Group materiality of £321,580 which represents 1% of
Group Revenue. Materiality for the Parent Company is £391,130
which is 1% of Company Total Assets.
The key audit matters set out in the table above are consistent with those reported in 2023.
An overview of the scope of the Parent Company
and group audits
Tailoring the scope
In the current year our audit scoping has been updated to reflect the new requirements
of ISA (UK) 600 (Revised). We have followed a risk-based approach when developing our
audit approach to obtain sufficient appropriate audit evidence on which to base our audit
opinion. We performed risk assessment procedures, to identify and assess risks of material
misstatement of the Group financial statements and identified significant accounts and
disclosures. Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determined our audit scope for each component within which,
when taken together, enabled us to form an opinion on the consolidated financial
statements. Our audit effort was focused towards higher risk areas, such as management
judgements and on components that we considered significant based upon size, risk
profile, the organisation of the Group and effectiveness of group wide controls, the
potential impact of climate change, changes in the business environment when assessing
the level of work to be performed at each component.
Independent Auditor’s Report (continued)
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We also considered the history or expectation of unusual or complex transactions,
potential for material misstatements, the previous effectiveness of controls, and our fraud
assessment. We then considered the adequacy of account coverage and remaining audit
risk of components not directly covered by audit procedures. Finally, we assessed the
appropriateness of our audit scope by comparing to the prior year; ensured that there
was sufficient unpredictability in our scope and made the necessary changes where
appropriate. We identified 4 individually relevant components where we believed that it
was appropriate to carry out targeted testing.
For those individually relevant components, we identified the significant accounts where
audit work needed to be performed at these components by applying professional
judgement, having considered the group significant accounts on which audit procedures
will be performed, the reasons for identifying the financial reporting component as an
individually relevant component and the size of the component’s account balance relative
to the group significant financial statement account balance.
We then considered whether the remaining group significant account balances not yet
subject to audit procedures, in aggregate, could give rise to a risk of material misstatement
of the group financial statements.
Scope
Total no
of entities
Basis of inclusion
Scoping per key audit matter
Full scope
3
Size and
significant risk
• 3 full scope entities are in scope
for revenue recognition
• 3 full scope entities are in scope
for capitalisation of intangible assets
Specific
Scope
1
Significant risk or
higher risk estimates
• 1 specific scope entity is in scope
for revenue recognition
Other
procedures
1
Residual risk
of error
• None noted
Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work
that needed to be undertaken at each of the components by us, as the primary audit
engagement team. All audit work performed for the purposes of the audit was undertaken
by the Group audit team.
Climate change
There has been increasing interest from stakeholders as to how climate change will
impact companies. The Group has determined that there are no material future impacts
from climate change on their operations. This is explained on page 95 in the judgments
in applying accounting policies and key sources of estimation uncertainty section of the
accounting policies.
Our audit effort in considering climate change was focused on evaluating management’s
assessment that there is no impact of climate change risk, the adequacy of the disclosures
in the financial statements and the conclusion that no issues were identified that would
impact the carrying values of Intangible assets, Property, Plant and equipment or have any
other impact on the financial statements as disclosed on page 95. We also challenged
the Directors’ considerations of climate change in their assessment of going concern and
associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) that
we identified. These matters included those which had the greatest effect on: the overall
audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do not provide a separate
opinion on these matters.
Independent Auditor’s Report (continued)
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Risk
Our response to the risk
Key observations
communicated
to the Audit and Risk
Committee
Revenue recognition (2024: £32.2m, 2023: £23.7m)
Refer to the Accounting policies (page 89); and Note 4
of the Consolidated Financial Statements (page 98)
There is a risk of improper revenue recognition due to
management override of controls in order to maximise
revenue by inappropriately accelerating recognition by
using the incorrect percentage of completion rate for
professional services revenue.
Furthermore, there is also a risk of incorrect revenue
recognition in accordance with IFRS 15, Revenue from
Contracts with Customers, in respect of identifying and
assigning value to performance obligations due to the
complexity and non-standard terms and conditions
of the Group’s sales contracts, including related
Statements of Work (SOW) or variation agreements.
In particular, the Group may recognise or allocate
revenue that is not included (explicitly or implicitly) in
the sales contracts to activities that do not meet the
requirements of separable distinct performance
obligations.
Additionally, revenue may be misstated in respect
of discounts, termination clauses, concessions and
contract modifications (change orders) not
appropriately identified and accounted for correctly.
Also, a revenue cut-off risk exists with respect to pass
through revenues. This risk arises when transaction
costs are not matched with related revenue in the
wrong accounting period, leading to either an
overstatement or understatement of revenue.
We performed management inquiries and obtained an understanding of the revenue
recognition process. We performed walkthroughs of the revenue recognition process,
including walkthroughs of the design and implementation of relevant controls.
We performed contract analysis and test of details by reviewing the terms of agreements to ensure
revenue was recognised in accordance with the contract terms, the Group accounting policy and
the application of IFRS 15, Revenue from Contracts with Customers. We examined customer
contracts, SOWs and variation agreements to verify the identification of separable distinct
performance obligations, termination clauses, concessions/discounts, contract modifications
and the allocation of consideration to the identified separable distinct performance obligations.
We performed look-back procedures for the prior year uncompleted projects that were completed
during the year to assess if the budgeting process in 2023 was reasonable and reliable.
Obtained the revenue listing on a per project basis and perform reconciliation of listing to
revenue amount per trial balance. For sampled contracts, performed re-computation of
revenue based on the project details (i.e., contract value, completion rate/delivery) and
compare with the revenue recognised
For consultancy services revenue (part of the Scientific & Advisory Services revenue stream),
we tested the reasonableness of the Percentage of Completion (POC) used in the revenue
recognition for all uncompleted projects as at the end of the year by using the actual hours
incurred as indicated in the timesheets over the total budgeted hours for the project.
Understood and challenged significant changes to the budgets through discussions with the
respective Project Managers
We performed substantive procedures over cut-off, credit memos and other adjustments such
as incentives, discounts to obtain appropriate assurances over the recognition of revenue.
For pass through revenues, we tested on a sample basis, pass through costs to understand
the nature of the costs and ensure appropriate matching of costs and related revenues are
met and recognised in the correct accounting period.
We performed data analytics procedures on revenue and correlated the relationship between
revenue, debtors and cash.
We reviewed key financial statement disclosures for compliance with IFRS 15 Revenue from
Contracts with Customers.
Our observations included
an overview of the risk,
outline of the audit
procedures performed,
management’s key
judgements and the
results of our testing.
Our planned audit
procedures in respect of
revenue recognition were
completed without
exception.
Independent Auditor’s Report (continued)
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Risk
Our response to the risk
Key observations
communicated
to the Audit and Risk
Committee
Capitalisation of intangible assets
(2024: £4.5m, 2023: £4.7m)
Refer to the Accounting policies (page 92); and Note 16
of the Consolidated Financial Statements (page 110)
The Group capitalise costs associated with the
development of the DXRX platform and data lake which
are internally developed. These costs are assessed
against IAS 38 Intangible Assets to ensure they meet
the criteria for capitalisation.
There is a risk of incorrect capitalisation of labour
cost of £0.3m (2023: £1.0m). The capitalised cost
is determined based on the actual time spent by
employees on qualifying development activities.
We performed management inquiries and obtained an understanding of the internal
capitalised cost process. We performed a walkthrough of the process, including walkthrough
of the design and implementation of relevant controls.
We obtained a schedule of all labour costs capitalised during the year and performed test of
details. We agreed a sample of employees’ base salaries with the payslips. We also obtained
and reviewed the workings for the capitalisation of labour costs which is based on hourly
wage rate and time spent by employees on qualifying development activities.
We assessed whether the capitalised payroll cost is in accordance to IAS 38 ‘Intangible
Assets’ and directly attributable to the development of the DXRX platform by reviewing
employee timesheets.
We conducted inquiries and discussions with the project teams involved with the project
development to corroborate the inputs used.
We reviewed the inputs used by management in the calculation of labour costs which
includes uplift on gross pay relating to insurance cost and employer contribution to pension
schemes and ensured all uplifts applied were consistent with the country of employment of
each employee. We assessed whether the cost capitalised reflects the full cost of
employment as described in IAS 19 Employee Benefits.
We reviewed key financial statement disclosures for compliance with IAS 38 Intangible assets.
Our observations include
an overview of the risk,
outline of the audit
procedures performed,
management’s key
judgements and the
results of our testing.
Our planned audit
procedures in respect of
capitalisation of intangible
assets were completed
without exception.
Independent Auditor’s Report (continued)
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Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating
the effect of identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could
reasonably be expected to influence the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £321,580 (2023: £118,500), which is 1%
(2023: 0.5%) of Group Revenue. Revenue is a key performance indicator for the Group and is
also a key metric used by the Group in the assessment of the performance of management.
We therefore considered the Group’s Revenue to be the most appropriate performance
metric on which to base our materiality calculation as we consider it to be the most relevant
performance measure to the stakeholders of the Group. On the basis of our risk assessment,
we increased our materiality determination from 0.5% to 1% of Group Revenue in 2024. We
determined materiality for the Parent Company to be £391,130 (2023: £143,500), which is
1.0% of Total Assets of the Company (2023: 0.5% of Total Assets of the Company). During
the course of our audit, we reassessed initial materiality and the only change in final
materiality was to reflect the actual reported performance of the Group in the year.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount
to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s
overall control environment, our judgement was that performance materiality was 50%
(2023: 50%) of our planning materiality, namely £160,790 (2023: £59,250). We have set
performance materiality at this percentage due to various considerations including the
history of misstatements, our ability to assess the likelihood of misstatements, the
effectiveness of the control environment and other factors affecting the entity and its
financial reporting.
Audit work at component locations for the purpose of obtaining audit coverage over
significant financial statement accounts is undertaken based on a percentage of total
performance materiality. The performance materiality set for each component is based on
the relative scale and risk of the component to the Group as a whole and our assessment of
the risk of misstatement at that component. In the current year, the range of performance
materiality allocated to components was £16,080 to £128,640 (2023: £11,500 to £46,000).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we would report to them all uncorrected
audit differences in excess of £16,080 (2023: £5,925), which is set at 5% of planning
materiality, as well as differences below that threshold that, in our view, warranted reporting
on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of
materiality discussed above and in light of other relevant qualitative considerations in
forming our opinion.
Other information
The other information comprises the information included in the annual report set out on
pages 1 to 72, other than the financial statements and our auditor’s report thereon.
The directors are responsible for the other information within the annual report.
Our opinion on the financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in this 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 the other information, we are required to report that fact.
We have nothing to report in this regard.
Independent Auditor’s Report (continued)
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Opinions on other matters prescribed by the Companies Act 2006
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
year for which the financial statements are prepared is consistent with the financial
statements; and
• the Strategic Report and Directors’ Report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent 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 by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the Parent Company 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.
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 72,
the directors are responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group
and Parent 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 Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
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.
Explanation as to what extent the audit was considered capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect
irregularities, including fraud. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
Independent Auditor’s Report (continued)
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However, the primary responsibility for the prevention and detection of fraud rests with
both those charged with governance of the company and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable
to the Group and determined that the most significant are those that relate to the form
and content of external financial and corporate governance reporting including company
law, tax legislation, employment law and regulatory compliance with General Data
Protection Regulation (GDPR).
• We understood how Diaceutics plc is complying with those frameworks by making
enquiries of management, those responsible for legal and compliance procedures and
the General Legal Counsel. We corroborated our enquiries through our review of the
Group’s Compliance Policies, board minutes, papers provided to the Audit and Risk
Committee and correspondence received from regulatory bodies.
• We assessed the susceptibility of the Group’s financial statements to material
misstatement, including how fraud might occur by meeting with management, including
within various parts of the business, to understand where they considered there was
susceptibility to fraud. We also considered performance targets and the potential for
management to influence earnings or the perceptions of analysts. Where this risk was
considered to be higher, we performed audit procedures to address each identified
fraud risk. These procedures included testing journals and were designed to provide
reasonable assurance that the financial statements were free from fraud or error.
• Based on this understanding we designed our audit procedures to identify non-
compliance with such laws and regulations. Our procedures involved a review of board
minutes to identify any non-compliance with laws and regulations, a review of the
reporting to the Audit and Risk Committee on compliance with regulations, enquiries
of internal and external legal counsel and management.
A further description of our responsibilities for the audit of the financial statements is
located on the Financial Reporting Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
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.
Roger Wallace (Senior statutory auditor)
for and on behalf of Ernst & Young
Dublin
13 May 2025
Independent Auditor’s Report (continued)
GROUP AND COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
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Diaceutics PLC | 2024 Annual Report
Group and
Company
financial
statements
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82
Group profit and loss account
Note
2024
£000’s
2023
£000’s
Revenue
4
32,158
23,699
Cost of sales
5
(3,888)
(3,993)
Gross profit
28,270
19,706
Administrative expenses
5
(30,742)
(22,784)
Other operating income
11
17
60
Operating loss
5
(2,455)
(3,018)
Finance income
12
601
646
Finance costs
13
(54)
(66)
Loss before tax
(1,908)
(2,438)
Income tax credit
14
205
692
Loss for the financial year
(1,703)
(1,746)
All results relate to continuing operations.
The notes in page 88 to 121 form an integral part of the Group financial statements.
Group statement of comprehensive income
for the year-ended 31 December 2024
2024
£000’s
2023
£000’s
Loss for the financial year
(1,703)
(1,746)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(386)
(378)
Total comprehensive loss for the year, net of tax
(2,089)
(2,124)
All results relate to continuing operations.
Group earnings per share
for the year-ended 31 December 2024
Note
2024
Pence
2023
Pence
Basic loss per share
15
(2.02)
(2.07)
Diluted loss per share
15
(2.02)
(2.07)
The notes in page 88 to 121 form an integral part of the Group financial statements.
p
g p
CORPORATE GOVERNANCE
STRATEGIC REPORT
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Diaceutics PLC | 2024 Annual Report
83
Note
2024
£000’s
2023
£000’s
Non-current assets
Intangible assets
16
15,413
15,262
Right of use assets
18
1,026
1,180
Property, plant and equipment
17
652
719
Deferred tax asset
14
2,000
1,143
19,091
18,304
Current assets
Trade and other receivables
20
16,043
11,367
Income tax receivable
14
742
6
Cash and cash equivalents
12,744
16,667
29,529
28,040
Total assets
48,620
46,344
Equity
Equity share capital
25
170
169
Share premium
25
–
37,126
Treasury shares
25
(312)
(312)
Translation reserve
25
(626)
(240)
Profit and loss account
25
40,625
4,043
Total equity
39,857
40,786
Non-current Liabilities
Lease liability
22
907
1,059
Provision for dilapidation
91
88
Deferred tax liability
14
–
28
998
1,175
Current liabilities
Trade and other payables
21
7,611
4,237
Lease liability
22
153
146
Income tax payable
14
1
–
7,765
4,383
Total liabilities
8,763
5,558
Total equity and liabilities
48,620
46,344
Group statement of
financial position
for the year-ended 31 December 2024
The Group financial statements were approved
and authorized for issue by the board and were
signed on its behalf on 13 May 2025. The notes
on pages 88 to 121 form an integral part of
the Group financial statements.
Nick Roberts
Chief Financial Officer
13 May 2025
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GROUP AND COMPANY FINANCIAL STATEMENTS
84
Diaceutics PLC | 2024 Annual Report
Company statement of financial position
as at 31 December 2024
Note
2024
£000’s
2023
£000’s
Non-current assets
Intangible assets
16
7,809
8,821
Right of use assets
18
1,026
1,180
Property, plant and equipment
17
651
718
Investments
19
409
313
Deferred tax asset
14
1,617
1,132
11,512
12,164
Current assets
Trade and other receivables
20
17,125
6,487
Income tax receivable
14
317
230
Cash and cash equivalents
10,159
16,292
27,601
23,009
Total assets
39,113
35,173
Equity
Equity share capital
25
170
169
Share premium
25
–
37,126
Treasury shares
25
(312)
(312)
Profit and loss account
25
30,104
(5,559)
Total equity
29,962
31,424
Non-current Liabilities
Lease liability
22
907
1,059
Provision for dilapidation
91
88
998
1,147
Current liabilities
Trade and other payables
21
8,000
2,456
Lease liability
22
153
146
8,153
2,602
Total liabilities
9,151
3,749
Total equity and liabilities
39,113
35,173
The Company made a loss for the year of £2,626,000 (2023: loss of £2,475,000).
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Group statement of changes in equity
for the year-ended 31 December 2024
Called up
share capital
Share premium
account
Treasury
shares
Translation
reserve
Profit and loss
account
Total equity
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
At 1 January 2023
169
37,126
(263)
138
5,344
42,514
Loss for the year
–
–
–
–
(1,746)
(1,746)
Other comprehensive loss
–
–
–
(378)
–
(378)
Total comprehensive loss for the year
–
–
–
(378)
(1,746)
(2,124)
Transactions with owners, recorded directly in equity
Share based payment
–
–
–
–
445
445
Treasury Shares
–
–
(49)
–
–
(49)
Total transactions with owners
–
–
(49)
–
445
396
At 31 December 2023
169
37,126
(312)
(240)
4,043
40,786
Loss for the year
–
–
–
–
(1,703)
(1,703)
Other comprehensive loss
–
–
–
(386)
–
(386)
Total comprehensive loss for the year
–
–
–
(386)
(1,703)
(2,089)
Transactions with owners, recorded directly in equity
Share based payment
–
–
–
–
1,020
1,020
Exercise of warrant (Note 25)
–
135
–
–
–
135
Issue of shares
1
–
–
–
–
1
Deferred tax credit taken directly to equity
–
–
–
–
4
4
Cancellation of share premium
–
(37,261)
–
–
37,261
–
Total transactions with owners
1
(37,126)
–
–
38,285
1,160
At 31 December 2024
170
–
(312)
(626)
40,625
39,857
CORPORATE GOVERNANCE
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Company statement of changes in equity
for the year-ended 31 December 2024
Equity share
capital
Share
premium
Treasury
shares
Profit and loss
account
Total equity
£000’s
£000’s
£000’s
£000’s
£000’s
At 1 January 2023
169
37,126
(263)
(3,563)
33,469
Loss for the year
–
–
–
(2,475)
(2,475)
Total comprehensive loss for the year
–
–
–
(2,475)
(2,475)
Transactions with owners, recorded directly in equity
Share based payment
–
–
–
479
479
Treasury Shares
–
–
(49)
–
(49)
Total transactions with owners
–
–
(49)
479
430
At 31 December 2023
169
37,126
(312)
(5,559)
31,424
Loss for the year
–
–
–
(2,626)
(2,626)
Total comprehensive loss for the year
–
–
–
(2,626)
(2,626)
Transactions with owners, recorded directly in equity
Share based payment
–
–
–
1,024
1,024
Exercise of warrant (Note 25)
–
135
–
–
135
Issue of shares
1
–
–
–
1
Deferred tax credit taken directly to equity
–
–
–
4
4
Cancellation of share premium
–
(37,261)
–
37,261
–
Total transactions with owners
1
(37,126)
–
38,289
1,164
At 31 December 2024
170
–
(312)
30,104
29,962
CORPORATE GOVERNANCE
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Diaceutics PLC | 2024 Annual Report
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87
Diaceutics PLC | 2024 Annual Report
Group statement of cash flows
for the year-ended 31 December 2024
Operating activities
Note
2024
£000’s
2023
£000’s
Net loss on ordinary activities before taxation
(1,908)
(2,438)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Net finance income
(547)
(580)
Amortization of intangible assets
16
4,306
4,459
Impairment of intangible assets
16
87
–
Depreciation of right of use asset
18
154
153
Depreciation of property, plant and equipment
17
167
161
Research and development tax credits
–
(42)
Share based payments
10
1,020
445
Loss on disposal of fixed asset
–
3
Increase in trade and other receivables
(4,676)
(2,158)
Increase in trade and other payables
3,374
618
Cash received from operations
1,977
621
Tax (paid)/received
(1,326)
690
Net cash provided by operating activities
651
1,311
Investing activities
Purchase of intangible assets
16
(4,532)
(4,730)
Purchase of property, plant and equipment
17
(100)
(125)
Finance income interest received
12
601
646
Net cash outflow from investing activities
(4,031)
(4,209)
Financing activities
Interest paid
(1)
(11)
Lease liability repayments
23
(199)
(179)
Issue of shares
25
136
–
Purchase of treasury shares
–
(49)
Net cash outflow from financing activities
(64)
(239)
Net decrease in cash and cash equivalents
(3,444)
(3,137)
Net foreign exchange loss
(479)
(37)
Cash and cash equivalents at 1 January
16,667
19,841
Cash and cash equivalents at 31 December
12,744
16,667
CORPORATE GOVERNANCE
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Notes to the financial statements
for the year-ended 31 December 2024
Note 1. General information
Diaceutics PLC (the “Company”) is a public company limited by shares, incorporated,
domiciled and registered in Northern Ireland. The Company’s registration number is
NI055207, and the registered office is First Floor, Building Two, Dataworks at King’s Hall
Health & Wellbeing Park, Belfast, County Antrim, Northern Ireland, BT9 6GW.
The consolidated financial statements consolidate those of the Company and its
subsidiaries (together referred to as the “Group”). The Company financial statements
present information about the stand-alone financial statements of the parent company.
The principal activity of Diaceutics PLC (“the Company”) and its subsidiaries (together
“the Group”) is data, data analytics and implementation services.
The Group has established a core suite of products and outsourced advisory services
which help its Pharma customers to optimize and deliver their marketing and
implementation strategies for companion diagnostics. Their mission is to design, create
and implement innovative solutions that enhance speed to market and increase the
effectiveness of all the stakeholders in the personalized medicine industry.
The financial statements are presented in pounds sterling.
Basis of accounting
The consolidated financial statements have been prepared on a going concern basis and
in accordance with international accounting standards in conformity with the Companies
Act 2006 applicable to companies reporting under UK adopted international accounting
standards. These financial statements have been prepared under the historical cost
convention unless otherwise specified within these accounting policies.
The preparation of financial statements in conformity with UK adopted international
accounting standards requires the use of certain critical accounting estimates. It also
requires management to exercise its judgment in the process of applying the Group’s
accounting policies. Judgments in applying accounting policies and key sources of
estimates and uncertainty are disclosed in the notes.
The company financial statements have been prepared on a going concern basis and in
accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101).
In these financial statements the Company has applied the exemptions available under
FRS 101 in respect of the following disclosures:
• Cash flow statement and related notes;
• Certain disclosures regarding revenue;
• Comparative period reconciliations for share capital;
• Disclosures in respect of capital management;
• Related Party Disclosures entered into between two or more members of a group;
• The effects of new but not yet effective IFRSs; and
• Disclosures in respect of the compensation of Key Management Personnel.
As the consolidated financial statements include the equivalent disclosures, the Company
has also taken the exemptions under FRS 101 available in respect of the following
disclosures:
• IFRS 2 Share based Payments in respect of Group settled share-based payments;
• Details of key assumptions used for the purposes of impairment testing; and
• IFRS 7 Financial Instrument Disclosures.
The material accounting policies adopted in the preparation of the consolidated and
company financial statements are set out below.
The material accounting policies have been consistently applied to all the years presented,
unless otherwise stated.
Parent company profit and loss account
The Directors’ have taken advantage of the exemption available under Section 408 of the
Companies Act 2006 and have not presented profit and loss account for the company alone.
Going concern
The financial performance and balance sheet position at 31 December 2024 along with a
range of scenario plans to 31 December 2027 has been considered, applying different
sensitives to revenue. Across these scenarios, including at the lower end of the range, there
remains significant headroom in the minimum cash balance over the period to 31 December
2027 and the Directors have satisfied themselves that the Group and Company has
adequate funds in place to continue in operational existence for the foreseeable future.
Accordingly, the Group and Company continue to adopt the going concern basis in
preparing its financial statements.
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Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company
and entities controlled by the Company (its subsidiaries) made up to 31 December each
year. Control is achieved when the Company has power over the subsidiary, is exposed, or
has rights, to returns from its involvement with the subsidiary; and has the ability to use its
power to affect its returns.
The Company considers all relevant facts and circumstances in assessing whether it has
control over a subsidiary, including the ability to direct the relevant activities at the time that
decisions need to be made.
Intra-group balances and transactions, and any unrealized income and expenses (except
for foreign currency transaction gains or losses) arising from intra-group transactions, are
eliminated. The financial statements of subsidiaries are included in the consolidated
financial statements from the date on which control commences until the date on which
control ceases.
Employee Benefit Trusts (‘EBTs’), including the UK and Global Share Incentive Plan (“SIPs”),
are accounted for under IFRS 10 and are consolidated on the basis that the parent has
control, thus the assets and liabilities of the EBT are included on the balance sheet and
shares held by the EBT in the Company are presented as a deduction from equity.
Note 2. Accounting policies
New and amended IFRS standards that are effective for the current year
The Group has applied the following standards and amendments for the first time for
their annual reporting year commencing 1 January 2024:
• Amendments to IAS 1: Classification of liabilities as current or non-current;
• Amendments to IAS 1: Non-current liabilities with covenants;
• Amendments to IAS 7: Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures titled Supplier Finance Arrangements; and
• Amendments to IFRS 16: Lease liability in a sale and leaseback.
There has been no material impact on our financial statements as a result of any of
these changes.
New accounting standards and interpretations not yet adopted
by the Group
The following new accounting standards, amendments and/or interpretations have
been published and are not mandatory for 31 December 2024 reporting year. They have
not been early adopted by the Group and these standards are not expected to have a
material impact on the entity in the current or future reporting periods and on foreseeable
future transactions:
• Amendments to IAS 21: Lack of exchangeability (effective date: 1 January 2025);
• IFRS 18: Presentation and disclosures in financial statements (effective date:
1 January 2027); and
• IFRS 19: Subsidiaries without public accountability: disclosures (effective date:
1 January 2027).
• Amendments IFRS 9 and IFRS 7 regarding the classification and measurement
of financial instruments (effective date: 1 January 2026)
• Annual Improvements to IFRS Accounting Standards – Volume 11
We are still assessing the implications of the new standards and interpretations
however they are not expected to have a material impact on the Group.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the
provision of services in the ordinary course of the Group’s activities. Revenue is shown
net of value-added tax and after eliminating sales within the Group. The Group has two
separate products and service lines: Insight & Engagement Solutions (Data and related
information services); Scientific & Advisory Services (Professional services).
The Group’s performance obligations for these revenue streams are deemed to either
be the provision of specific deliverables to the customer, at or over a period of time, or
subscription-based deliverables.
Revenue billed to the customer is allocated to the various performance obligations, based
on the relative fair value of those obligations, and is then recognized when it transfers
control of a deliverable to a customer as follows:
Note 1. General information (continued)
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Revenue recognition (continued)
Insight & Engagement Solutions (Data & related information services)
Insight & Engagement Solutions (formerly referred to as Data) comprise access to the
DXRX platform diagnostic testing data repository to utilize licensed data insight products,
typically: Lab Segmentation, Physician Segmentation, Testing Rates Tracker and
Physician Signal.
The contract with the customer defines the nature, quantity and price of the data license
to be provided. Licenses provided under each contract are split into the identifiable and
distinct performance obligations which are satisfied at or over time, depending on whether
the data license deliverable has retrospective or prospective components, and if there are
any data consultancy service components included. In determining the performance
obligations for the data consultancy service component of the customer contract, judgment
may be required in interpreting the contract wording and customer expectation of the data
consultancy as a separately identifiable and distinct service if the contract is not explicit.
The transaction price associated with the performance obligation components is
determined by reference to the contract and change orders. Where the contract does not
determine the transaction price for performance obligations, judgment may be required to
determine the transaction price. These judgments include allocating transaction prices to
data consultancy services based on an adjusted market assessment approach with the
residual transaction price allocated to the retrospective and prospective data license
performance obligations pro-rated depending on the data license period of coverage.
Where a contract confers the customer with the right to benefit from existing data insight
IP as at a specific date, as is the case for a retrospective data license, that is treated as a
right to use license and the revenue recognized at a point in time when delivered or access
is enabled to the data. Where a contract confers the customer with the right to benefit from
future data insight IP developments as they occur, as is the case for a prospective data
license, that is treated as a right to access license and revenue recognized on a subscription
basis over the period of time that the customer has access to the data and the right to future
IP developments. Revenue for data consulting services is recognized as the performance
obligation milestones are satisfied.
Insight & Engagement Solution services are invoiced based on predetermined activities
or milestones. Where there is a timing difference between the recognition of revenue
and invoicing under a contract, a contract asset (accrued revenue) or liability (deferred
revenue) is recognized.
Scientific & Advisory Services (Professional & Tech-Enabled Services)
Scientific & Advisory Services (formerly referred to as Advisory Services and Tech-Enabled
Services) comprise a range of services developed to help improve patient care by
accelerating the development, delivery and uptake of precision medicine, as well as a suite
of services designed to solve the challenges affecting precision medicine commercialization
success at a regional and global level. Typically this includes ranges of Consulting, Strategy
and Planning, Insights, Education and Content Production, Impact Assessments, Market
Access studies, Lab Alerts, Lab Training, Lab Engagement and Physician Engagement.
The contract with the customer defines the nature, quantity and price of the various services
to be provided. Services provided (including those provided by a third party and reimbursed
by the customer) under each contract are split into the identifiable and distinct performance
obligations which are satisfied over time. The Group is the contract principal in respect of
both direct services and the use of third parties that support the service. The transaction
price is determined by reference to the contract and change orders, including any pass-
through or reimbursable expenses, adjusted to reflect the amount the Group expects to be
entitled to in exchange for transferring promised goods or services to a customer.
Revenue for the identifiable and distinct services is recognized as the contract performance
obligations are satisfied. The progress towards completion of Scientific & Advisory Services
performance obligations is measured at a point in time: where milestones specified within
client contract are satisfied or based on an input measure being project costs incurred to
date as a proportion of total project costs (including third party costs) at each reporting
period, depending on the nature of the service obligation.
The service fees for Scientific & Advisory Services are invoiced based on predetermined
activities or milestones. Third party costs are invoiced to customers as they are incurred.
Where there is a timing difference between the recognition of revenue and invoicing under
a contract, a contract asset (accrued revenue) or liability (deferred revenue) is recognized.
Significant accrued and deferred revenue can arise for the Scientific & Advisory Services
as a result of these timing differences.
Note 2. Accounting policies (continued)
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Revenue recognition (continued)
Contract assets and liabilities
The Group recognizes contract assets in the form of accrued revenue when the value of
satisfied or part-satisfied performance obligations is in excess of the payment due to the
Group, and deferred revenue when the amount of unconditional consideration is in excess
of the value of satisfied or part satisfied performance obligations. Once a right to receive
consideration is unconditional, that amount is presented as a trade receivable.
Changes in contract balances typically arise due to:
• adjustments arising from a change in the estimate of the cost to complete the project,
which results in a cumulative catch-up adjustment to revenue that affects the
corresponding contract asset or liability;
• the recognition of revenue arising from deferred revenue; and
• the reclassification of amounts to receivables when a right to consideration becomes
unconditional.
Cost to obtain and fulfill contracts
Contract fulfillment costs in respect of the service line contracts are expensed as incurred.
The Group expenses pre-contract bidding costs which are incurred regardless of whether
a contract is awarded.
Segment reporting
The Group currently has one operating segment. This is consistent with the internal
organizational and management structure and the internal reporting information provided
to the Chief Operating Decision Maker, the Board, who are responsible for allocating
resources and assessing performance of the operating segment. The financial results from
this one segment are equivalent to the financial statements of the group as a whole.
Government grants
Grants, which include research and development tax credits where the recovery of those
credits is not restricted, are recognized at their fair value where there is a reasonable assurance
that the grant will be received, and the Group will comply with all attached conditions.
Grants that compensate the Group for expenses incurred are recognized in profit or loss as
other income on a systematic basis in the periods in which the expenses are recognized,
unless the conditions for receiving the grant are met after the related expenses have been
recognized. In this case the grant is recognized when it becomes receivable.
Grants relating to development projects are included in liabilities as deferred grant income
and are credited to the profit and loss account on a straight-line basis over the expected
useful economic lives of the related assets.
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured
using the currency of the primary economic environment in which the entity operates
(the “functional currency”). The consolidated financial statements are presented in
pounds sterling, which is the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognized in the profit and loss account.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency
of a hyperinflationary economy) that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
• assets and liabilities for each statement of financial position presented are translated at
the closing rate at the date of that statement of financial position;
• income and expenses for each profit and loss account are translated at average
exchange rates (unless this average is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the transactions); and
• all resulting currency translation differences are recognized in other comprehensive
income and disclosed as a separate component of equity in a foreign currency
translation reserve.
Note 2. Accounting policies (continued)
CORPORATE GOVERNANCE
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Employee benefits
The Group operates a defined contribution pension scheme which is open to employees
and Directors. The assets of the scheme are held by investment managers separately from
those of the Group. The contributions payable to the scheme are recorded in the profit
and loss account in the accounting period to which they relate.
The Group also operates a long-term incentive plan (LTIP), an element of which is the
ability for eligible employees to be awarded a discretionary cash bonus based on Group
performance. These employee benefits are expensed as the related service is provided.
A liability is recognized for the amount expected to be paid if the Group has a present legal
or constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
Share-based payments
The company has one class of shares in issue. Where shares are issued to employees
that contain restrictions that mean they have obtained those shares by virtue of their
employment, those shares are accounted for as share-based payments. The company’s
share-based payments are classified as equity settled share-based payments as the
employees will receive the shares after the required service period. For equity settled
shares, a fair value of those shares is established at the date the shares are granted and,
if the employee is required to complete a period of service before the shares vest, this
fair value is spread over that period (vesting period).
Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognized in
the profit and loss account, except to the extent that it relates to items recognized in
other comprehensive income or directly in equity. In this case the tax is also recognized
in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the statement of financial position date in the countries where
the Group’s subsidiaries operate and generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions where appropriate on the
basis of amounts expected to be paid to the tax authorities. The Group is eligible within
the UK to claim tax credits against certain R&D expenditure under the SME R&D regime.
The current tax receivable represents the Directors’ best estimate of tax due to the Group
at the year end under the SME R&D tax regime. The credit to the profit and loss is
recognized in the income tax line (Note 14) if in relation to the SME R&D and other income
(Note 11) in relation to the RDEC.
Deferred income tax is recognized, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements. However, the deferred income tax is not accounted
for if it arises from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither accounting nor
taxable profit or loss.
Deferred income tax is determined using tax rates and laws that have been enacted or
substantively enacted by the statement of financial position date and are expected to
apply when the related deferred income tax asset is realized, or the deferred income
tax liability is settled.
Deferred income tax assets are recognized only to the extent that it is probable that future
taxable profit will be available against which the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in
subsidiaries and associates, except where the timing of the reversal of the temporary
difference is controlled by the group and it is probable that the temporary difference will
not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right
to offset current tax assets against current tax liabilities, and when the deferred income tax
assets and liabilities relate to income taxes levied by the same taxation authority on either
the taxable entity of different taxable entities where there is an intention to settle the
balances on a net basis.
Intangible assets
Research and development
Expenditure on research activities and patents is recognized in the profit and loss account
as an expense as incurred.
Expenditure on development activities is capitalized if the product or process is technically
and commercially feasible and the Group intends and has the technical ability and sufficient
resources to complete development, future economic benefits are probable, and if the
Group can measure reliably the expenditure attributable to the intangible asset during its
Note 2. Accounting policies (continued)
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development. Development activities involve design for, construction or testing of the
production of new or substantially improved products or processes. The expenditure
capitalized includes the cost of infrastructure and direct labor including employer national
insurance. Other development expenditure is recognized in the profit and loss account as
an expense as incurred. Capitalized development expenditure is stated at cost until it is
brought into use. Capitalized development expenditure that is not available for use is
tested for impairment annually.
Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated
amortization and accumulated impairment losses
Amortization
Amortization is charged to the profit or loss on a straight-line basis over the estimated
useful lives of intangible assets. Intangible assets are amortized from the date they are
available for use. The estimated useful lives are as follows:
Patents and trademarks
3 years (33.3% straight line) from date of registration
Datasets
3 years (33% straight line)
Software
5 years (20% straight line)
Platform
10 years (10% straight line)
Platform algorithms
6 years (16.7% straight line)
The Group reviews the amortization period and method when events and circumstances
indicate that the useful life may have changed since the last reporting date. In 2023, the
Group changed the estimated useful life of its datasets from 4 years to 3 years. The revised
useful life is based on management’s assessment of the period that more accurately reflect
the weighted average timeframes of the data commercial and internal use cases.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and
accumulated impairment losses.
The Group assesses at each reporting date whether there are indicators of impairment.
Depreciation is charged to the profit and loss account on a straight-line basis over the
estimated useful lives of each part of an item of property, plant & equipment.
The estimated useful lives are as follows:
Office equipment
5 years (20% straight line)
Leasehold Improvements
10 years (10% straight line)
Depreciation methods, useful lives and residual values are reviewed if there is an indication
of a significant change since the last annual reporting date in the pattern by which the
Group expects to consume an asset’s future economic benefits.
Impairment
Intangible assets, property, plant and equipment, and right-of-use assets are tested for
impairment at the reporting date, or whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognized for
the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are largely independent of the
cash inflows from other assets or groups of assets (cash-generating units).
The Group also considered the potential impact of climate change. This is an area of
estimation and judgment.
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract.
The Group recognizes a right-of-use asset and a corresponding lease liability with respect
to all lease arrangements in which it is the lessee, except for short-term leases (defined as
leases with a lease term of 12 months or less) and leases of low-value assets (such as
tablets and personal computers, small items of office furniture and telephones). Payments
associated with short-term leases of equipment and vehicles and all leases of low-value
assets are recognized on a straight-line basis as an expense in profit or loss. Short-term
leases are leases with a lease term of 12 months or less. Low-value assets comprise IT
equipment and small items of office furniture.
Note 2. Accounting policies (continued)
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The lease liability is initially measured at the present value of the lease payments that are
not paid at the commencement date, discounted by the Group incremental borrowing rate.
Lease payments included in the measurement of the lease liability only consist of fixed lease
payments (including in-substance fixed payments), less any lease incentives receivable.
The lease liability is presented as a separate line in the consolidated statement of financial
position. The lease liability is subsequently measured by increasing the carrying amount to
reflect interest on the lease liability (using the effective interest method) and by reducing
the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease
liability, lease payments made at or before the commencement day, less any lease
incentives received and any initial direct costs. They are subsequently measured at cost
less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life
of the right-of-use asset. If a lease transfers ownership of the underlying asset or the
cost of the right-of-use asset reflects that the Group expects to exercise a purchase option,
the related right-of-use asset is depreciated over the useful life of the underlying asset.
The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated statement
of financial position.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and
accounts for any identified impairment loss as described in the ‘Property, plant &
equipment’ policy.
Financial assets
(a) Classification
The Group classifies its financial assets in the following measurement categories:
• Those to be measured at amortized cost; and
• Those to be measured subsequently at fair value (either through other comprehensive
income or through profit and loss).
The classification depends on the Group’s business model for managing the financial
assets and the contractual terms of the cash flows. The Group reclassifies its financial
assets when, and only when, its business model for managing those assets changes.
(b) Recognition and measurement
The Group recognizes a financial asset in the statement of financial position when, and only
when, the entity becomes party to the contractual provisions of the instrument. At initial
recognition, the group measures a financial asset at its fair value. A trade receivable without
a significant financing component is initially measured at the transaction price.
Subsequent measurement of financial assets depends on the Group’s business model
for managing those financial assets and the cash-flow characteristics of those financial
assets. Financial assets are classified at amortized cost or at fair value. Assets are measured
at amortized cost using the effective interest method. The amortized cost is reduced by
expected credit losses. Forward contracts initially have a fair value of nil. Contracts are
subsequently marked to market and gains and losses are recognized through profit or loss.
Interest income, foreign exchange gains and losses and expected credit losses are
recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
(c) Expected Credit Losses
The Group assesses, on a forward-looking basis, the expected credit losses associated
with its debt instruments carried at amortized cost. For trade receivables the Group applies
the simplified approach permitted by IFRS9, which requires expected lifetime losses to be
recognized from the initial recognition of the receivables. To measure expected credit
losses, trade receivables and other contract assets are analyzed based on their credit risk
characteristics to determine a suitable historical loss rate. The historical loss rates are
adjusted to reflect current and forward-looking information on macroeconomic factors
that the Group considers could affect the ability of its customers to settle the receivables.
Contract assets are also subject to expected credit loss and the Group applies the
simplified approach permitted by IFRS 9.
Note 2. Accounting policies (continued)
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Financial liabilities
Financial liabilities comprise trade and other payables, borrowings and derivative liabilities,
due within one year and after one year, which are recognized initially at fair value and
subsequently carried at amortized cost using the effective interest method. Interest expense
and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on
derecognition is also recognized in profit or loss.
The Group does sometimes make use of derivative financial instruments or hedge
accounting for foreign currency transactions. Trade payables represent obligations to pay
for goods or services that have been acquired in the ordinary course of business from
suppliers. Trade and other payables are classified as current liabilities if payment is due
within one year. If not, they are presented as non-current liabilities.
Investments
Investments in subsidiaries are held at historical cost less any provisions for impairment
in value. The carrying values of investments are reviewed for impairment when events or
changes in circumstances indicate the carrying value may not be recoverable. Share-based
payments in relation to employees of subsidiary companies are treated as a capital
contribution in the Company Financial Statements.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with banks, other
short term highly liquid investments with original maturities of three months or less and
bank overdrafts. Only those bank overdrafts that are repayable on demand and that form
an integral part of the Group’s cash management practice are considered as cash and
cash equivalents.
Equity
Ordinary shares are classified as equity. Incremental costs directly attributable for the
issue of new shares are shown in equity as a deduction from the proceeds.
The share premium reserve represents the excess over the nominal value of the fair value
of consideration received for equity shares, net of expenses on the share issue.
Distributions to equity holders
Dividends and other distributions to the Company’s shareholders are recognized as a liability
in the financial statements in the period in which the dividends and other distributions are
approved by the Company’s shareholders. These amounts are recognized in the statement
of changes in equity.
Related party transactions
The Group discloses transactions with related parties which are not wholly owned within
the same group. Where appropriate, transactions of a similar nature are aggregated unless,
in the opinion of the Directors, separate disclosure is necessary to understand the effect
of the transactions on the Group financial statements.
Expenses
Costs and expenses are generally recognized as incurred.
Treasury shares
Treasury shares are shares in Diaceutics PLC that are held by the Employee Benefit Trust
for the purpose of issuing shares under the Group’s Share Incentive Plan scheme. These
are recorded at cost and deducted from the Group’s equity. No gain or loss is recognized in
profit or loss on the purchase, sale or issue of the Group’s own equity instruments.
Note 3. Judgments in applying accounting policies and
key sources of estimation uncertainty
The preparation of the Group and Company financial statements requires management to
make judgments and estimates that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses.
The Group has considered the impact of climate change on the consolidated financial
statements, but has concluded that is does not have a material impact in the carrying value
of assets, the useful life of assets and provisions as at 31 December 2024.
Note 2. Accounting policies (continued)
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The significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last
annual financial statements and are summarized below.
Source of estimation uncertainty
Description
Useful economic life (UEL)
of intangible assets
(Group and Company)
The assessment of UEL of data purchases and platform requires estimation over the period in which these assets will be utilized, it based on
information on the estimated technical obsolescence of such assets and latest information on commercial and technical use. The platform has been
assessed to have a UEL of 10 years, platform algorithms six years and data three years. In 2023, the Group changed the estimated useful life of its
datasets from four years to three years. The revised useful life is based on management’s assessment of the period that more accurately reflect the
weighted average timeframes of the data commercial and internal use cases. The change in useful lives were accounted for prospectively. There were
no changes in useful lives of other intangible assets. Further details are disclosed in Note 16 intangibles.
Impairment of assets
(Group and Company)
The assessment of the recoverable amount of property, plant and equipment, intangible assets, and right-of-use assets is made in accordance with IAS 36
Impairment of Assets. The Group performs an annual review in respect of indicators of impairment, and if any such indication exists, the Group and
Company are required to estimate the recoverable amount of the asset. The Group has considered whether there have been any indicators of impairment
during the year ended 31 December 2024 which would require an impairment review to be performed. Based upon this review, the Group has concluded
that its Singaporean subsidiary is to be wound down as it will not be cash generating in future. The carrying value of the intangible assets in that entity
exceeded the recoverable amount. Based upon this review, the Group has recorded an impairment charge of £87,000 in respect of intangible assets held
in Diaceutics Pte Limited at 31 December 2024. Further details are disclosed in Note 16 – Intangible Assets.
With respect to the impairment considerations of an intangible assets, significant estimates are considered within the value in use calculation. The most
significant estimate is the revenue growth rate. Refer to Note 16 – Intangible Assets, for details of the impairment review and sensitivity analysis.
Discount rate
(Group and Company)
Application of IFRS 16 requires the Group and Company to make significant estimates in assessing the rate used to discount the lease payments in
order to calculate the lease liability. The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based
on a series of inputs including the Group commercial borrowing rate of 4.3% (2023: 4.3%). Further details are disclosed in Note 22 lease liability.
Revenue
(Group and Company)
In revenue recognition for certain Scientific & Advisory Services where the input method is used to determine the revenue over a period of time, a key
source of estimation will be the total budgeted hours to completion for comparison with the actual hours spent. Further details are disclosed in Note 4
revenue and segmental analysis.
Attrition rate
(Group and Company)
In the calculation of share-based payments and related costs charge, an assessment of expected employee attrition is used based on expected
employee attrition and, where possible, actual employee turnover from the inception of the share option plan. The attrition rate varies depending on
the nature of the award, rising to a maximum 3-year rate of 16.0%. Further details are disclosed in Note 10 share based payments.
Vesting probability and period
(Group and Company)
In the calculation of Share Based Payments and related costs charge an assessment of expected probability that certain performance criteria will be
met within the vesting time period and the length of the vesting period.
Note 3. Judgments in applying accounting policies and key sources of estimation uncertainty (continued)
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Critical accounting judgments
Accounting policy
Description of critical judgment
Revenue
(Group and Company)
In determining the performance obligations for the data consultancy
service component of Insight & Engagement Solutions, judgment
may be required in interpreting the contract wording and customer
expectation of the data consultancy as a separately identifiable and
distinct service, if the contract is not explicit.
The transaction price associated with the performance obligation
components of Insight & Engagement Solution services is determined
by reference to the contract and change orders. Where the contract
does not determine the transaction price for performance obligations,
judgment may be required to determine the transaction price. These
judgments include allocating transaction prices to data consultancy
services based on an adjusted market assessment approach with the
residual transaction price allocated to the retrospective and prospective
data license performance obligations pro-rated depending on the data
license period of coverage.
Deferred tax
(Group and Company)
In assessing the requirement to recognize a deferred tax asset,
management carried out a forecasting exercise to assess whether
the Group and Company will have sufficient future taxable profits on
which the deferred tax asset can be utilized. This forecast required
management’s judgment as to the future performance of the Group
and Company.
Intangible assets
(Group and Company)
The Group capitalizes costs associated with the development of
the DXRX platform and data lake. These costs are assessed against
IAS 38 Intangible Assets to ensure they meet the criteria for
capitalization.
Note 3. Judgments in applying accounting policies and key sources of estimation uncertainty (continued)
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Note 4. Revenue and segmental analysis
Operating Segments
The Group currently operates under one reporting segment. Revenue is analyzed under
two separate revenue streams. Revenue represents the amounts derived from the provision
of services which fall within the Group’s ordinary activities, stated net of value added tax.
Revenue is principally generated from the DXRX platform Insight & Engagement Solutions
lines, as well as the Scientific & Advisory Services lines. Revenue is disaggregated by
primary geographic market, timing of recognition and by product/service line. Timing of
revenue recognition and product/service line are the primary basis on which management
reviews the business.
Revenue
For all periods reported the Group operated under one reporting segment but revenue
is analyzed under two separate product / service lines.
The following tables present the disaggregated Group revenue for the current and prior
financial years:
There was one customer in 2024 who had sales which exceeded 10% of total revenue
accounting for £4,664,000 (14.5%) of Group revenues. In 2023 one customer had sales
exceeding 10% of total revenue, accounting for £3,659,000 (15.4%) of Group revenues.
(a) Major product/service line
2024
£000’s
2023
£000’s
Insight & Engagement Solutions
23,117
17,150
Scientific & Advisory services
9,041
6,549
32,158
23,699
(b) Timing of recognition
2024
£000’s
2023
£000’s
Point in time revenue recognition
15,223
9,359
Over time and input method revenue recognition
16,935
14,340
32,158
23,699
(c) Geographical market by customer location
2024
£000’s
2023
£000’s
North America
29,537
20,832
UK
547
352
Europe
1,893
2,470
Asia and Rest of World
181
45
32,158
23,699
The receivables, contract assets and liabilities in relation to contracts with customers
are as follows:
2024
£000’s
2023
£000’s
Contract assets
Trade receivables
10,659
7,430
Accrued revenue
4,155
2,402
Contract liabilities
Deferred revenue
237
305
Accrued revenue primarily relates to consideration for work completed but not billed at the
reporting date. The contract assets are transferred to trade receivables when the rights
become unconditional.
Deferred revenue primarily relates to the advance consideration received from customers.
There are no significant financing components associated with deferred revenue.
There were no significant amounts of revenue recognized in the current or prior year arising
from performance obligations satisfied in previous periods.
The carrying value of trade receivables and accrued revenue approximates to their fair
value at the reporting date. Information about the Group’s exposure to credit risks and
expected credit losses for trade receivables and accrued revenue is included in Note 20.
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Order Book
The aggregate amount of the transaction price allocated to product and service contracts
that are partially or fully unsatisfied as at the 2024 year-end (‘Order Book’) are as follows:
2025
£000’s
2026
£000’s
2027+
£000’s
Total
£000’s
Platform based products and services
12,943
4,891
268
18,102
Advisory services
4,772
2,056
–
6,828
17,715
6,947
268
24,930
Order Book as at the 2023 year-end:
2024
£000’s
2025
£000’s
2026+
£000’s
Total
£000’s
Platform based products and services
12,238
9,509
4,674
26,421
Advisory services
96
–
–
96
12,334
9,509
4,674
26,517
The Order Book as at 31 December 2024 and 2023 includes future contracted revenue
beyond 2025 and 2024 which, although subject to annual customer break clauses, the
Group expects will not be exercised by customers, and the revenue and performance
obligations deliverable under these contracts will be realized.
Note 5. Operating loss
Note
2024
£000’s
2023
£000’s
Employee benefit costs
Wages and salaries
16,989
11,487
Social security costs
2,330
1,416
Pension costs
496
376
Benefits
309
325
Share based payments and related costs
1,038
445
Capitalized development costs
(351)
(1,026)
20,811
13,023
Amortization of intangible fixed assets
16
4,306
4,459
Depreciation of tangible fixed assets
17
167
161
Impairment of intangible fixed assets
16
87
–
Right of use depreciation
18
154
153
Subcontractor costs
1,052
1,060
Platform transaction value
1,680
1,892
Travel costs
949
516
Legal and professional
1,416
1,687
(Gain)/Loss on foreign exchanges
(362)
360
Other expenses
4,370
3,466
13,819
13,754
Total cost of sales and administrative expenses
34,630
26,777
Included within other expenses in 2024 is £0.5 million (2023: £0.6m) related to US sales
tax costs pertaining to 2024 including a change in estimate of £0.26 million relating to prior
years. These sales tax costs would usually be charged to customers, recovered and
remitted to the relevant US state authorities with no impact to the costs of the Group.
However, because the Group had not historically registered for sales taxes in certain states,
the related costs could not be charged and recovered from customers. As such, the Group
has disclosed this historic position to the relevant state authorities and settled this liability
during 2024. Sales taxes arising on sales in these states are now charged to customers,
recovered and remitted with no significant further impact to the costs of the Group.
Note 4. Revenue and segmental analysis (continued)
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Note 6. Auditor’s remuneration
2024
£000’s
2023
£000’s
Included within administrative expenses
(legal and professional):
Audit of parent and subsidiary financial information
230
480
230
480
Note 7. Employee cost
COMPANY
2024
£000’s
2023
£000’s
Wages and salaries
13,783
8,382
Social security costs
2,092
1,323
Pension costs
410
328
Share based payments and related costs
943
385
17,228
10,418
Note 8. Staff numbers
GROUP
The average monthly number of employees during the year was as follows:
2024
Number
2023
Number
Administration
24
24
Technical
105
106
Business development
65
21
Finance
11
7
205
158
COMPANY
The average monthly number of employees during the year was as follows:
2024
Number
2023
Number
Administration
24
24
Technical
84
91
Business development
57
20
Finance
11
7
176
142
Note 9. Directors’ emoluments
2024
£000’s
2023
£000’s
Directors
Aggregate emoluments
1,395
927
Pension contributions
41
34
1,436
961
Pension contributions were made for three Directors during the period (2023: three).
Highest paid director
The highest paid director did not exercise any share options and received the following
emoluments.
2024
£000’s
2023
£000’s
Directors
Aggregate emoluments
541
296
Pension contributions
15
15
556
311
Key senior management
Key senior management received total compensation as follows:
2024
£000’s
2023
£000’s
Directors
Aggregate emoluments
2,277
1,720
Pension contributions
75
76
Share based payments and related costs
327
221
2,679
2,017
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Note 10. Share-based payments
The Company currently has an Employee Share Option Plan (“ESOP”) for employees, a
Long-Term Incentive Plan (“LTIP”) for key management and mid-management levels,
a Share Incentive Plan (“SIP”) open to all employees and “Ad-Hoc” share option issues.
The ESOP, LTIP and Ad-Hoc plans are designed to provide long-term incentives for senior
management and above, and certain employees (including executive directors) to deliver
long-term shareholder returns and promote staff retention. The SIP plan is designed to
encourage employee participation in the ownership of the Company and as a means to
promote staff retention. Under these schemes, employees are granted options which only
vest if certain performance standards are met.
For the ESOP options, that are outstanding as at 31 December 2024, the only performance
obligations attached are continued employment to date of vesting, with no more than two
unsatisfactory performance reviews. These same conditions apply to the LTIP options
issued in 2020. The 2021 LTIP options are underpinned by a Total Shareholder Return (TSR)
target, with the percentage of shares vesting increasing from nil at a TSR of less than
£1.1885 rising to 100% at a TSR of £1.9105. TSR is measured by the aggregate of dividends
declared and paid, and average share price over the applicable period. The LTIP options
issued in 2022 are underpinned by a (TSR) target, with the percentage of shares vesting
increasing from nil at a TSR of less than £1.75 rising to 100% at a TSR of £2.80. For the LTIP
options issued in 2023, 50% of options awarded have a TSR performance condition with
the percentage of shares vesting increasing from nil at a TSR of less than £1.32 rising to
100% at a TSR of £1.70. For the LTIP options issued in 2024, the main award has 3 separate
performance criteria: 40% of the options issued are allocated to the Group achieving a
revenue compound growth rate over three years from a threshold of 20% to the full award
at 25%; 40% of the options issued are allocated to the Group achieving recurring revenue
over three years from a threshold of 60% to the full award at 75%; lastly 20% of options
awarded have a TSR performance condition with the percentage of shares vesting
increasing from nil at a TSR of less than £1.65 rising to 100% at a TSR of £1.95. A further
LTIP issued to two ExCo members mirrored the three types performance criteria as above,
however the options weighting was 15% for each of the two revenue criteria, and 70% for
the TSP performance criteria. A final LTIP issued to the same two ExCo members as above
provided for full allocation of the options upon at least one of three performance conditions
being met over a 5 year vesting period: the Company’s share price exceeding £1.80 for a
30 days consecutive period; a takeover or other corporate event; or a successful sole or
joint listing of the Company on an alternative public stock exchange.
SIP options were issued to employees on a 2-for-1 matching basis for the first year of
the plan and on a 1-for-1 basis thereafter. The only performance obligation attached
being continued employment to date of vesting. The only performance obligation
attached to Ad-Hoc options is also continued employment to date of vesting. The total
expense recognized in the year in relation to share based payment charges and related
costs is £1,262,000 (£1,038,000 share-based payments and £224,000 social security)
(2023: £538,000 (£445,000 share-based payments and £93,000 social security)).
CORPORATE GOVERNANCE
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Set out below are summaries of options granted under the plans:
2024
2023
ESOP:
Weighted average
exercise price per
share option
Number of
Options
Weighted average
exercise price per
share option
Number of
Options
As at 1 January
£0.002
487,200
£0.002
478,800
Granted during the year
£0.002
29,400
£0.002
79,800
Exercised during the year
£0.002
(45,300)
£0.002
(50,400)
Forfeited during the year
£0.002
(29,400)
£0.002
(21,000)
Expired during the year
£0.002
(25,200)
£0.002
–
As at 31 December
£0.002
416,700
£0.002
487,200
2024
2023
LTIP:
Weighted average
exercise price per
share option
Number of
Options
Weighted average
exercise price per
share option
Number of
Options
As at 1 January
£0.277
3,000,969
£0.455
1,902,595
Granted during the year
£0.002
2,267,828
£0.002
1,305,441
Exercised during the year
£1.260
(20,971)
£0.002
–
Forfeited during the year
£0.032
(834,980)
£0.182
(207,067)
Expired during the year
£0.002
(20,000)
£0.002
–
As at 31 December
£0.176
4,392,846
£0.277
3,000,969
Note 10. Share-based payments (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
103
2024
2023
SIP:
Weighted average
exercise price per
share option
Number of
Options
Weighted average
exercise price per
share option
Number of
Options
As at 1 January
£0.002
304,646
£0.002
206,290
Granted during the year
£0.002
108,986
£0.002
127,023
Exercised* during the year
£0.002
(76,388)
£0.002
–
Forfeited during the year
£0.002
(25,583)
£0.002
(28,667)
As at 31 December
£0.002
311,661
£0.002
304,646
2024
2023
Ad-Hoc:
Weighted average
exercise price per
share option
Number of
Options
Weighted average
exercise price per
share option
Number of
Options
As at 1 January
£0.002
150,000
£0.002
170,000
Granted during the year
£0.002
–
£0.002
–
Exercised during the year
£0.002
(40,000)
£0.002
–
Forfeited during the year
£0.002
(10,000)
£0.002
(20,000)
As at 31 December
£0.002
100,000
£0.002
150,000
Note 10. Share-based payments (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
104
Share options outstanding at the year-end have the following expiry dates and exercise prices:
ESOP:
Grant date
Expiry date
Exercise price
Share options at 31 Dec 24
Share options at 31 Dec 23
June 2019
June 2026
£0.002
58,800
75,600
June 2020
June 2027
£0.002
84,900
113,400
June 2021
June 2028
£0.002
92,400
113,400
June 2022
June 2029
£0.002
84,000
105,000
June 2023
June 2030
£0.002
67,200
79,800
June 2024
June 2031
£0.002
29,400
–
LTIP:
Grant date
Expiry date
Exercise price
Share options at 31 Dec 24
Share options at 31 Dec 23
April 2020
April 2027
£1.265
607,337
653,307
April 2021
April 2028
£0.002
–
372,803
April 2022
April 2029
£0.002
609,975
712,672
April & Nov 2023
April 2030
£0.002
1,071,863
1,262,185
April 2024
April 2031
£0.002
1,329,894
–
Oct 2024
April 2034
£0.002
76,336
–
Oct 2024
Oct 2029
£0.002
697,441
–
SIP:
Grant date
Expiry date*
Exercise price
Share options at 31 Dec 24
Share options at 31 Dec 23
May – Dec 2021
Jan – Dec 2024 & Jan – Dec 2031
£0.002
17,963
75,140
Jan – Dec 2022
Jan – Dec 2025 & Jan – Dec 2032
£0.002
93,451
109,868
Jan – Dec 2023
Jan – Dec 2026 & Jan – Dec 2033
£0.002
102,058
119,638
Jan – Dec 2024
Jan – Dec 2027 & Jan – Dec 2034
£0.002
98,189
–
* Expiry date is end of vesting for UK SIP (3 years) and 10 years from Grant date for Global SIP
Note 10. Share-based payments (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
105
One-off under ESOP:
Grant date
Expiry date
Exercise price
Share options at 31 Dec 24
Share options at 31 Dec 23
May 2022
May-29
£0.002
100,000
150,000
The weighted average remaining contractual life of options outstanding at the end of the year was 5.46 years (2023: 4.30 years). No options expired during the year.
Fair value of options granted:
The weighted average fair value at grant date of options granted during the year was £1.18 per option (2023: £0.550). The fair value at grant date is independently determined using an
adjusted Black-Scholes model for ESOP and SIP options and a combination of Black-Scholes and Monte-Carlo model for LTIP options. No new Ad-Hoc options were issued in 2024.
These models take into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and the expected price volatility of the underlying share,
and the risk-free interest rate for the term of the options.
947,810 share options are exercisable as at the end of the year (2023: 902,307). These options have a weighted average exercise price of £0.850 (2023: £0.906).
ESOP
LTIP
SIP
Ad Hoc
2024
2023
2024
2023
2024
2023
2023
Exercise Price
£0.002
£0.002
£0.002
£0.002
£0.002
£0.002
0.002
Grant Date
June 2024
June 2023
April & Oct 2023
April & Nov 2023
Jan - Dec 2024
Jan – Dec 2023
May 2022
Expiry Date
June 2031
June 2030
Apr 2031 –
Oct 2034
June 2030
Jan – Dec 2027 &
Jan – Dec 2034
Jan – Dec 2026
June 2029
Share Price at Grant Date
£1.28
£0.85
£1.26 - £1.31
£0.85
£1.18*
£0.97*
£1.10
Volatility
41%
43%
40%
43%
41%
43%
43%
Risk-free Rate
4.15%
5.08%
3.9% - 4.0%
3.99%
4.04%*
4.19%*
5.08%**
Fair Value
£1.28
£0.85
£0.70 - £1.31
£0.49
£1.18
£0.97
£0.85
* Average share price, volatility, risk-free rate and fair value for options issued monthly during 2023 and 2024.
** Average risk-free rate
The expected price volatility is based on the historical volatility and companies within similar industry’s.
Note 10. Share-based payments (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
106
Note 11. Other operating income
2024
£000’s
2023
£000’s
Government grants
17
18
Research and developments credits
–
42
17
60
Note 12. Finance income
2024
£000’s
2023
£000’s
Bank interest received and receivable
601
646
601
646
Note 13. Finance costs
Note
2024
£000’s
2023
£000’s
Revolving credit facilities
–
11
Lease interest
23
54
55
54
66
Note 14. Income tax
a. Tax on loss
GROUP
2024
£000’s
2023
£000’s
Current income tax:
UK corporation tax on (loss)/profit for the year
(111)
(53)
Adjustments in respect of previous years
(80)
367
(191)
314
Foreign tax:
US corporation tax on profits for the year
915
796
Adjustments in respect of previous years
74
2
989
798
Total current tax
798
1,112
Deferred tax:
Origination and reversal of temporary differences
(1,032)
(1,625)
Adjustments in respect of previous years
29
(179)
Total deferred tax
(1,003)
(1,804)
Total tax credit
(205)
(692)
The Income tax receivable balance in the Group statement of financial position consists of an
Income tax receivable amounting to £742,000 (2023: £231,000) and an Income tax liability of
£1,000 (2023: £225,000). In 2023 this resulted in net Income tax receivable of £6,000.
The Company has an income tax receivable balance of £317,000 at 31 December 2024
(2023: £230,000).
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
107
107
Diaceutics PLC | 2024 Annual Report
b. Factors affecting the tax credit for the year
GROUP
The tax assessed for the year differs from the effective standard rate of corporation tax in
the UK of 25% (2023: 23.5%). The differences are reconciled below:
2024
£000’s
2023
£000’s
Loss before tax
(1,908)
(2,438)
Tax using the UK corporation tax rate of 25% (2023: 23.5%)
(477)
(574)
Effects of:
Non-taxable income
–
(5)
Non-deductible expenses
122
93
Share based payments
108
(193)
Difference in statutory tax rates (UK & overseas)
(19)
10
Loss carried back under s37(3) CTA 2010
(111)
–
Impact of change in tax rates
–
(81)
Research and development
150
(55)
Research and development rate difference
–
58
Deferred tax not recognized
(1)
(135)
Adjustments in respect of previous years
23
190
Total tax credit
(205)
(692)
Non-deductible expenses are made up of various non-deductible expenses including legal
and professional fees and depreciation on non-qualifying assets. A change in the main UK
corporation tax rate, announced in the budget on 3 March 2022, was substantively enacted
on 24 May 2022. From 1 April 2023 the main corporation tax rate increased from 19% to
25% on profits over £250,000.
Note 14. Income tax (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
108
c. Deferred tax
GROUP
The deferred tax included in the statement of financial position is as follows:
Deferred tax balance
Tax losses
£000’s
Bonus accrual
£000’s
Property,
plant and
equipment
£000’s
Other
temporary
losses
£000’s
Research &
development
£000’s
Share based
payments
£000’s
Bad debt
accrual
£000’s
Total
£000’s
Asset/(liability) at January 2023
1,717
31
(2,036)
(76)
(335)
39
–
(660)
Credited/(charged) to the profit and loss account
825
(34)
327
72
309
255
50
1,804
Translation
(1)
3
–
(3)
(22)
–
(6)
(29)
Asset/(liability) at 31 December 2023
2,541
–
(1,709)
(7)
(48)
294
44
1,115
Recognized in equity
–
–
–
–
–
4
–
4
Credited/(charged) to the profit and loss account
251
–
177
(16)
526
62
4
1,004
Translation
–
–
–
1
(124)
–
–
(123)
Asset/(liability) at 31 December 2024
2,792
–
(1,532)
(22)
354
360
48
2,000
The deferred tax balance expected to unwind within one year is £906,000 (2023: £746,000).
The deferred tax balance consists of a deferred tax asset amounting to £2,000,000
(2023: £1,143,000) and a deferred tax liability of £nil (2023: £28,000), netting to an asset of
£2,000,000 (2023: asset of £1,115,000). The deferred tax asset is recognized on the basis
that the Group has forecasted sufficient taxable profits on which the deferred tax asset
can be utilized.
Tax losses carried forward amount to £11,129,000 (2023: £10,205,000) within Diaceutics PLC.
In addition, the Group has tax losses arising in subsidiary undertakings. Due to the
uncertainty of the recoverability of the tax losses within these subsidiaries, a potential
deferred tax asset of £135,000 (2023: £224,000) has not been recognized. Deferred tax
assets and liabilities have otherwise been recognized as they arise.
COMPANY
The deferred tax included in the Company statement of financial position is as follows:
Deferred tax asset/(liability)
Tax losses
£000’s
Property,
plant and
equipment
£000’s
Other
temporary
losses
£000’s
Share based
payments
£000’s
Total
£000’s
Asset/(liability) at January 2023
1,672
(2,035)
3
39
(321)
Credited/(charged) to the profit and loss account
858
326
14
255
1,453
Asset/(liability) at 31 December 2023
2,530
(1,709)
17
294
1,132
Recognized in equity
–
–
–
4
4
Credited/(charged) to the profit and loss account
252
177
(10)
62
481
Asset/(liability) at 31 December 2024
2,782
(1,532)
7
360
1,617
Note 14. Income tax (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
109
Note 15. Earnings per share
Basic earnings per share are calculated based on the loss for the financial year attributable
to equity holders divided by the weighted average number of shares in issue during the year.
Basic earnings per share are calculated based on the loss for the financial year. Diluted
earnings per share is calculated on the basic earnings per share adjusted to allow for the
issue of ordinary shares on the conversion of the convertible loan notes and employee
share options. In the current year there are no exceptional items and therefore there is no
adjustment required to basic earnings per share or to diluted earnings per share.
Loss attributable to shareholders
2024
£000’s
2023
£000’s
Loss for the financial year
(1,703)
(1,746)
Weighted average number of shares to shareholders
2024
Number
2023
Number
Shares in issue at the end of the year
84,773,888
84,501,390
Weighted average number of shares in issue
84,705,590
84,478,882
Less treasury shares
(252,063)
(252,063)
Weighted average number of shares for
basic earnings per share
84,453,527
84,226,819
Weighted average number of shares for
diluted earnings per share
84,453,527
84,226,819
Loss attributable to shareholders
2024
Pence
2023
Pence
Basic loss per share
(2.02)
(2.07)
Diluted loss per share
(2.02)
(2.07)
The group has outstanding share options that could potentially dilute basic earnings per
share in the future. These were not included in the calculation of diluted earnings per share
during the year because these are antidilutive for the period.
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
110
Note 16. Intangible assets
GROUP
Patents and
trademarks
£000’s
Datasets
£000’s
Development
expenditure*
£000’s
Platform
£000’s
Software
£000’s
Total
£000’s
Cost
At 1 January 2023
1,204
7,246
178
12,429
718
21,775
Transfer from development expenditure to platform
–
–
(178)
178
–
–
Foreign exchange translation
(25)
(164)
–
(159)
(1)
(349)
Additions
–
3,554
–
918
258
4,730
At 31 December 2023
1,179
10,636
–
13,366
975
26,156
Foreign exchange translation
(38)
92
–
(58)
1
(3)
Additions
6
4,201
–
272
53
4,532
At 31 December 2024
1,147
14,929
–
13,580
1,029
30,685
Amortization
At 1 January 2023
1,185
3,082
–
1,868
418
6,553
Foreign exchange translation
(26)
(64)
–
(27)
(1)
(118)
Charge for the year
15
2,944
–
1,316
184
4,459
At 31 December 2023
1,174
5,962
–
3,157
601
10,894
Foreign exchange translation
(38)
36
–
(13)
–
(15)
Charge for the year
5
2,835
–
1,368
98
4,306
Impairment loss
–
4
–
83
–
87
At 31 December 2024
1,141
8,837
–
4,595
699
15,272
Net book value
At 31 December 2024
6
6,092
–
8,985
330
15,413
At 31 December 2023
5
4,674
–
10,209
374
15,262
*Development expenditure relates to an asset under construction and as such no amortization has been charged. This expenditure is subject to the same annual impairment review as the other
intangible assets.
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
111
COMPANY
Patents and
trademarks
£000’s
Datasets
£000’s
Development
expenditure*
£000’s
Platform
£000’s
Software
£000’s
Total
£000’s
Cost
At 1 January 2023
189
4,285
145
8,340
691
13,650
Transfer from development expenditure to platform
–
–
(145)
145
–
Additions
–
679
–
598
258
1,535
At 31 December 2023
189
4,964
–
9,083
949
15,185
Transfer from development expenditure to platform
Additions
6
816
–
164
9
995
At 31 December 2024
195
5,780
–
9,247
958
16,180
Amortization
At 1 January 2023
169
1,986
–
1,217
413
3,785
Charge for the year
15
1,497
–
890
177
2,579
At 31 December 2023
184
3,483
–
2,107
590
6,364
Charge for the year
5
981
935
86
2,007
At 31 December 2024
189
4,464
–
3,042
676
8,371
Net book value
At 31 December 2024
6
1,316
–
6,205
282
7,809
At 31 December 2023
5
1,481
–
6,976
359
8,821
*Development expenditure relates to an asset under construction and as such no amortization has been charged. This expenditure is subject to the same annual impairment review as the other intangible assets.
Note 16. Intangible assets (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
112
Intangible assets relate to patents, trademarks, software, DXRX platform and datasets which
are recorded at cost and amortized over their useful economic life which has been assessed
as three to ten years. During the year-ended 31 December 2024, £nil was transferred out of
development expenditure and into the Group’s DXRX platform (2023: £178,000).The Group
assesses the useful life of all assets on an annual basis. In 2023, the Group changed the
estimated useful life of its datasets from 4 years to 3 years. The change in useful lives were
accounted for prospectively.
The Group has determined that the useful life of data and platform is a significant area
of estimation.
The platform has been assessed to have a useful life of 10 years based on information on
the estimated technical obsolescence of such assets. However, the actual asset useful
life may be shorter or longer than 10 years depending on technical innovations and other
external factors. If the useful life were reduced by 2 years, the carrying amount of the
asset at 31 December 2024 would reduce by £267,000 (2023: £267,000) to £8,718,000
(2023: £9,943,000). If the useful life of the asset were increased by 2 years, the carrying
amount of the asset at 31 December 2024 would increase by £285,000 (2023: £267,000)
to £9,270,000 (2023: £10,476,000).
On reviewing the useful life of the datasets it was determined that based on latest
information on commercial and technical use, that three years represented the best
estimate of the useful life of such assets, as this reflects the period over which this data
can provide meaningful insights to support client projects. However, the actual asset useful
life may be shorter or longer than three years depending on technical innovations and
other external factors. If the useful life were 2 years, the carrying amount of the asset at
31 December 2024 would reduce by £1,475,000 (2023: £454,000) to £4,617,000
(2023: £4,220,000). If the useful life of the asset were 4 years, the carrying amount of the
asset at 31 December 2024 would increase by £973,000 (2023: £993,000) to £7,065,000
(2023: £5,667,000).
These are all definite life intangible assets. The Group has considered whether there have been
any indicators of impairment during the year ended 31 December 2024 which would require
an impairment review to be performed. Based upon this review, the Group has concluded
that the Singaporean subsidiary is to be wound down as it will not be cash generating in
future. The carrying value of the intangible assets in that entity exceeded the recoverable
amount. Based upon this review, the Group has recorded an impairment charge of £87,000
in respect of intangible assets held in Diaceutics Pte Limited at 31 December 2024.
The combined recoverable value of intangible assets is determined based on a value–in use
calculation which incorporates cash flow projections based on financial budgets approved
by management covering a five-year period. Cash flows beyond the five-year period are
extrapolated using an estimated long-term growth rate.
The key assumptions used in the impairment review are as follows, and were determined with
consideration to past performance and management’s expectations of future development:
• The rate of forecast revenue growth which is on average 25% (2023: 25%)
• Average gross margin (excluding amortization) assumption of 84% (2023: 84%)
• Long term growth rate of 5% (2023: 5%)
• An applied pre-tax discount rate of 12% (2023: 12%)
• Average annual operational cost increase of 15% (2023: 15%); and
• Average annual capital expenditure of £6.0m in FY26 growing by £0.5m per year
thereafter (2023: £5.5m).
Our modeling shows that forecast revenue growth can fall by approximately 4% (2023: 4%),
without moderating forecast capital expenditure to reflect lower growth rates, in each year
before an impairment would be required.
In a separate scenario, our modeling shows that forecast gross margins can drop by
approximately 13% (2023: 13%) before an impairment would be required.
Amortization in respect of Platform, Datasets, Patents and Trademarks and Software is
expensed to the profit and loss account as administrative expenses.
Management has determined the values assigned to each of the above
key assumptions as follows:
Assumption
Approach to determining values
Revenue Growth
Average annual growth rate over the five-year forecast period;
based on management’s expectations of market development.
Gross Margin
Based on past performance and management’s expectation for
the future.
Long-term growth rate
This is the weighted average growth rate used to extrapolate
cash flows beyond the budget period. The rates are consistent
with forecasts included in industry reports.
Pre-tax discount rate
Reflects specific risks relating to the Group and the countries in
which we operate.
Operational cost
For the purpose of this review, administrative expenses increased
with inflation at 5% per annum or on a headcount basis if
appropriate.
Average capital
For the purpose of this review, a reduction in capital expenditure
was not considered.
Note 16. Intangible assets (continued)
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
113
Note 17. Property, plant and equipment
GROUP
Leasehold
Improvements
£000’s
Office
equipment
£000’s
Total
£000’s
Cost
At 1 January 2023
532
619
1,151
Foreign exchange translation
–
(2)
(2)
Additions
–
125
125
Disposals
–
(14)
(14)
At 31 December 2023
532
728
1,260
Additions
–
100
100
At 31 December 2024
532
828
1,360
Accumulated Depreciation
At 1 January 2023
66
326
392
Charge for the year
55
106
161
Disposals
–
(11)
(11)
Foreign exchange translation
–
(1)
(1)
At 31 December 2023
121
420
541
Charge for year
53
114
167
At 31 December 2024
174
534
708
Net book value
At 31 December 2024
358
294
652
At 31 December 2023
411
308
719
COMPANY
Leasehold
Improvements
£000’s
Office
equipment
£000’s
Total
£000’s
Cost
At 1 January 2023
532
561
1,093
Additions
–
125
125
At 31 December 2023
532
686
1,218
Additions
–
100
100
At 31 December 2024
532
786
1,318
Accumulated Depreciation
At 1 January 2023
66
277
343
Charge for the year
54
103
157
At 31 December 2023
120
380
500
Charge for year
54
113
167
At 31 December 2024
174
493
667
Net book value
At 31 December 2024
358
293
651
At 31 December 2023
412
306
718
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS
Diaceutics PLC | 2024 Annual Report
114
Note 18. Right-of-use assets
GROUP AND COMPANY
Buildings
£000’s
Total
£000’s
Cost
At 1 January 2023
1,539
1,539
Additions
–
–
At 31 December 2023
1,539
1,539
Additions
–
–
At 31 December 2024
1,539
1,539
Accumulated Depreciation
At 1 January 2023
206
206
Charge for the year
153
153
At 31 December 2023
359
359
Charge for year
154
154
At 31 December 2024
513
513
Net book value
At 31 December 2024
1,026
1,026
At 31 December 2023
1,180
1,180
During 2022, the group entered into a new lease for its property at First Floor, Building Two,
Dataworks at King’s Hall Health & Wellbeing Park, Belfast, County Antrim, Northern Ireland,
BT9 6GW. The lease term is 10 years.
This resulted in additions to right-of-use assets of £1.460m in 2021. In 2022, an adjustment
was made to the asset balance in relation to creating a provision for dilapidations. The
resulting cost of the right-of-use asset in £1.539m.
The Group’s obligations are secured by the lessors’ title to the leased assets for such leases.
The maturity analysis of lease liabilities is presented in Note 22.
Amounts recognized in profit and loss
2024
£000’s
2023
£000’s
Depreciation expense on right-of-use assets
154
153
Interest expense on lease liabilities
54
55
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115
Note 19. Investments
Investment in
subsidiaries
£000’s
At 1 January 2023
251
Additions
62
At 31 December 2023
313
Additions
96
At 31 December 2024
409
During the year-ended 31 December 2024, the Company made capital contributions
amounting to £96,000 (2023: £62,000) to certain subsidiaries in respect of share-based
payment awards. The Company has an investment/receivable due from its subsidiary
Diaceutics PTE which was established to facilitate the Group’s provision of services to
customers based in Singapore and the wider APAC region. Due to the Group’s strategic
shift to a platform business and the lessening requirement for local regional presence in the
region to service customers, the value of the investment/ receivable due from Diaceutics
PTE is unlikely to be recoverable in the foreseeable future and has been fully provided at
the year-ended 31 December 2024.
The following were subsidiaries of the Company at 31 December 2024:
Registered office
Country of incorporation
Percentage of shares held
Diaceutics Ireland Limited
Unit 3, Creative Spark, Clongtara Drive, Muirhevnamon, Dundalk,
County Louth
Republic of Ireland
100%
Labceutics Limited
727 Antrim Road, Belfast, BT15 4EJ
Northern Ireland
100%
Diaceutics Inc
2001 Route 46, Waterview Plaza Suite 310,
Parsippany, New Jersey 07054
United States of America
100%
Diaceutics Pte Limited
6 Temesak Boulevard, #20-00
Suntec Tower Four, Singapore
Singapore
100%
The principal business of all the subsidiary undertakings is data and implementation services. All entities were incorporated before 1 January 2023.
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116
Note 20. Trade and other receivables
GROUP
2024
£000’s
2023
£000’s
Trade receivables
10,659
7,430
Contract assets
4,155
2,402
Other receivables
147
294
Prepayments
1,082
1,241
16,043
11,367
Other receivables primarily consist of recoverable taxes and as such are considered to
have low credit risk.
Trade receivables are non-interest bearing, are generally on 90-day terms and are shown
net of a provision for impairment. Management’s assessment was that the trade receivables
are fully recoverable except for the specific provision netted against the trade receivables
balance of £189,000 (2023: £175,000).
Most of our customers are large-pharma; we do not foresee any credit difficulties within
our customer base.
The maximum exposure to credit risk is the carrying value of each class of receivables
and cash and cash equivalents. The Group does not hold any collateral as security.
The Group and Company’s exposure to credit, currency and liquidity risk related to trade
and other receivables are disclosed in Note 24.
The age profile of the trade receivables and contract assets are as follows:
Total
£000’s
0-30 days
£000’s
31-60 days
£000’s
61-90 days
£000’s
>90 days
£000’s
2024
14,814
14,610
186
115
(97)
2023
9,832
5,864
1,472
1,635
861
The Group’s contract assets as at the statement of financial position date are expected to
be invoiced and received in the following year. The maturity period of these assets were
less than 12 months, and given their nature, the expected credit loss allowance recognized
during the period against these assets were £Nil (2023: £Nil).
The following table shows the movement in contract assets:
2024
£000’s
2023
£000’s
Contract assets recognized at start of the year
2,402
2,582
Revenue recognized in prior year that was invoiced
in the current year
(2,402)
(2,582)
Amounts recognized in revenue in the current year
that will be invoiced in future years
4,155
2,402
The carrying amount of trade and other receivables are denominated in the
following currencies:
2024
£000’s
2023
£000’s
UK Sterling
873
1,105
Euro
219
382
US Dollar
14,800
9,762
Canadian Dollars
–
73
Singapore Dollars
151
45
16,043
11,367
COMPANY
2024
£000’s
2023
£000’s
Trade receivables
230
462
Contract assets
65
135
Amounts owed by Group undertakings
16,076
4,750
Other receivables
122
217
Prepayments
632
923
17,125
6,487
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GROUP AND COMPANY FINANCIAL STATEMENTS
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117
Management’s assessment was that The Company trade receivables are fully
recoverable and the amount of the provision netted against the trade receivables
balance was £Nil (2023: £Nil).
The Company has an investment/receivable due from its subsidiary Diaceutics PTE,
which was established to facilitate the Group’s provision of services to customers based
in Singapore and the wider APAC region.
Due to the Group’s strategic shift to a platform business and the lessening requirement for
local regional presence in the region to service customers, the value of the investment/
receivable due from Diaceutics PTE is unlikely to be recoverable in the foreseeable future
and has been fully provided at the year ended 31 December 2024. The company is owed
£1,176,000 (2023: £1,175,000) by its subsidiary Diaceutics Pte Limited. A full provision has
been made by the Company for this balance due to uncertainty around the recoverability of
this debt in both 2024 and 2023.
Note 21. Trade and other payables
GROUP
2024
£000’s
2023
£000’s
Creditors: falling due within one year
Trade payables
1,217
1,065
Accruals
5,048
2,255
Other payables
66
38
Derivative financial instruments (Note 24)
477
–
Other tax and social security
466
471
Contract liabilities
237
305
Deferred Grant income
100
103
7,611
4,237
Contract liabilities of £237,000 (2023: £305,000) which arise in respect of amounts invoiced
during the year for which revenue recognition criteria have not been met by the year-end.
The Group’s contracts with customers are typically less than one year in duration and any
contract liabilities would be expected to be recognized as revenue in the following year.
The carrying amount of trade and other payables are denominated in the following:
2024
£000’s
2023
£000’s
UK Sterling
5,020
2,062
Euro
642
415
US Dollar
1,935
1,587
Canadian Dollars
1
130
Singapore Dollars
12
43
Australian Dollars
1
–
7,611
4,237
The Group and Company’s exposure to currency, liquidity and interest rate risk related to
trade and other payables is disclosed in Note 24.
The following table shows the movement in contract liabilities:
2024
£000’s
2023
£000’s
Contract liabilities recognized at start of the year
305
284
Revenue recognized in prior year that was invoiced
in the current year
(305)
(284)
Amounts recognized in revenue in the current year
that will be invoiced in future years
237
305
COMPANY
2024
£000’s
2023
£000’s
Trade payables
367
384
Amounts owed to group undertakings
2,871
202
Accruals
3,752
1,362
Other payables
39
–
Derivative financial instruments (Note 24)
477
–
Other tax and social security
394
405
Deferred Grant income
100
103
8,000
2,456
Note 20. Trade and other receivables (continued)
CORPORATE GOVERNANCE
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GROUP AND COMPANY FINANCIAL STATEMENTS
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118
Note 22. Lease Liability
GROUP AND COMPANY
2024
Discounted
2024
Undiscounted
2023
Discounted
2023
Undiscounted
Maturity analysis:
Year 1
153
195
146
195
Year 2-5
624
731
598
731
+5 Year
283
293
461
488
1,060
1,219
1,205
1,414
Analyzed as:
Non-current
907
1,024
1,059
1,219
Current
153
195
146
195
1,060
1,219
1,205
1,414
All lease liabilities are denominated in pounds sterling.
Note 23. Interest bearing loans and borrowings
The following table shows the net (debt)/funds:
Lease liability
£000’s
Cash
£000’s
Total
£000’s
Net debt as at 1 January 2023
(1,329)
19,841
18,512
Cashflows
179
(3,174)
(2,995)
Other changes
(55)
–
(55)
Net debt as at 31 December 2023
(1,205)
16,667
15,462
Cashflows
199
(3,444)
(3,245)
Net foreign exchange loss
–
(479)
(479)
Other changes
(54)
–
(54)
Net funds as at 31 December 2024
(1,060)
12,744
11,684
Note 24. Financial instruments
Classification of financial instruments
The principal financial instruments used by the Group from which financial instrument
risk arises are trade and other receivables, cash and cash equivalents and trade and other
payables, loans, the revolving credit facility, and convertible loan notes. The impact of the
discounting of financial instruments is not material.
The Group’s financial instruments are classified as follows:
Assets
2024
£000’s
2023
£000’s
Trade receivables
10,659
7,430
Contract Assets
4,155
2,402
Other receivables
147
294
Cash at bank and in hand
12,744
16,667
Liabilities
2024
£000’s
2023
£000’s
Trade payables
1,217
1,065
Accruals
2,701
329
Lease liability
1,151
1,293
Derivative financial instruments
477
–
Derivative financial instruments – foreign currency forward contracts
The group has entered several foreign currency derivative contracts during the year.
The nominal value of the Group’s forward contracts is £17,173,131 (2023: £1,571,833)
principally to sell US Dollars. Forward contracts initially have a fair value of nil. Contracts
are subsequently marked to market and gains and losses are recognized through profit or
loss. The Group’s foreign currency forward contracts are not traded in active markets.
These contracts have been fair valued using observable forward exchange and interest
rates corresponding to the naturing of the contract. The effects of non-observable
inputs are not significant for foreign currency forward contracts.
CORPORATE GOVERNANCE
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GROUP AND COMPANY FINANCIAL STATEMENTS
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119
Credit risk
Credit risk is the risk that the counterparty fails to discharge their obligation in respect
of the instrument. The Group trades only with recognized, creditworthy third parties.
Receivable balances are monitored on an on-going basis with the result that exposure to
bad debts is normally not significant. As the Group trades only with recognized third
parties there is no requirement for collateral.
The credit risk on cash and cash equivalents is considered to be limited because the
counterparties are banks with high credit ratings assigned by international credit rating
agencies. The Group primarily operates bank accounts with HSBC UK Bank (‘HSBC’),
Barclays Bank (‘Barclays’) and Goldman Sachs (‘Goldman’) where the accounts are
domiciled in the UK, Ireland, Denmark, USA, China and Singapore.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and is the risk that
the Group will encounter difficulty in meeting its financial obligations as they fall due.
Group policy is that funding is reviewed in line with operational cash flow requirements
and investment strategy. Repayment terms and conditions are approved by the Board in
advance of acceptance of any facility. At each Board meeting, and at the reporting date, the
cash flow projections are considered by the Board to confirm that the Group has sufficient
funds and available funding facilities to meet its obligations as they fall due.
Interest rate risk
Cash flow interest risk arises from the Group’s external loans and revolving credit facilities,
which carry interest based on underlying base rates in the UK, US and the EU. The Group
has no such facilities in place at 31 December 2024 (2023: £Nil).
Fair value
The management assessed that the fair values of cash and cash equivalents, trade and
other receivables and trade and other payables approximate their carrying amounts largely
due to the short-term maturities of these instruments.
Foreign currency risk
Foreign currency risk is the risk that the fair value of future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates.
The Group seeks to transact the majority of its business in its reporting currency (pound
sterling). However, many customers and suppliers are outside the UK and a proportion of
these transact with the company in US dollars and euro. For this reason, the Group operates
current bank accounts in US dollars and euro as well as in its reporting currency and has a
revolving credit facility available which can be drawn in US dollars, pound sterling or euro.
The Group makes use of foreign currency derivative contracts to manage currency risk.
To the maximum extent possible, receipts and payments in a particular currency are made
through the bank account in that currency to reduce the amount of funds translated to or
from the reporting currency.
Cash flow projections are used to plan for those occasion when funds will need to be
translated into different currencies so that exchange rate risk is minimized.
The carrying amount of cash and cash equivalents are denominated in the following
currencies:
2024
£000’s
2023
£000’s
UK Sterling
10,019
16,278
Euro
224
105
US Dollar
2,455
261
Singapore Dollars
11
2
Other
35
21
12,744
16,667
Note 24. Financial instruments (continued)
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120
The carrying amounts of the Group’s financial assets and liabilities by currency at the
reporting date are disclosed in the relevant notes. Note 20 details the exposure of trade and
other receivables of foreign currency risk and Note 21 discloses the exposure of trade and
other payables foreign currency risk.
If the exchange rate between sterling and the US dollar had been 10% higher/lower at the
reporting date, the effect on profit would have been approximately (£78,000)/£85,000
respectively (2023: (£163,000)/£179,000). If the exchange rate between sterling and euro
had been 10% higher/lower at the reporting date the effect on profit would have been
approximately (£4,000)/£5,000 respectively (2023: (£20,000)/£22,000). If the exchange
rate between sterling and the US dollar had been 10% higher/lower at the reporting date,
the effect on equity would have been approximately (£427,000)/£470,000 respectively
(2023: (£342,000)/£376,000). If the exchange rate between sterling and euro had been
10% higher/lower at the reporting date the effect on equity would have been approximately
(£406,000)/£446,000 respectively (2023: (£418,000)/£460,000).
Note 25. Equity Share capital
2024
£000’s
2023
£000’s
Allotted, called up and fully paid
84,773,888 (2023: 84,501,390)
Ordinary shares of £0.002 each
Authorized 84,773,888 (2023: 84,501,390)
170
169
170
169
During the year, the Company issued ordinary shares pursuant to share incentive schemes.
Treasury shares
Treasury shares are shares in Diaceutics PLC that are held by the Diaceutics Employee Share
Trust for the purpose of issuing shares under the Diaceutics PLC SIP scheme (see Note 10 for
further information). Shares issued to employees are recognized on a first in, first out basis.
Number of shares
£000’s
Details
2024
2023
2024
2023
Acquisition of shares by the Trust
–
44,272
–
49
Balance at 31 December
252,063
252,063
312
312
All ordinary shares rank pari passu in all respects including voting rights and the right to
receive all dividends and other distributions, if any, declared or made or paid in respect of
ordinary shares.
Capital Reduction
During the year the Directors determined that they would request shareholder and court
approval for a capital reduction for Diaceutics PLC. whereby the Company’s Share Premium
Account would be canceled and released to distributable reserves.
The Capital Reduction was approved by shareholders at the Annual General meeting held
on 24 June 2024. The Capital Reduction was sanctioned by the High Court of Justice
Northern Ireland, Chancery Division on 24 October 2024 and registered with the Registrar
of Companies on 4 November 2024.
The Share Reduction compromised of the cancellation of the entire amount standing to the
credit of the Company’s share premium account.
Note 24. Financial instruments (continued)
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STRATEGIC REPORT
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121
Reserves
Share premium account: On 25th January 2024 the warrant holder exercised their
remaining 177,915 warrant shares at a price of £0.76 per share. No further warrant shares
remain outstanding. The total share premium after the warrant shares were issued was
£37,261,000. This balance was canceled as part of the capital reduction on 4 November 2024.
Translation reserve: This reserve records foreign exchange differences on translation of
foreign operations.
Note 26. Commitments and contingencies
There are no material capital commitments, financial commitments or contingent liabilities
at the statement of financial position date not provided for in these financial statements.
Note 27. Related parties
The remuneration of key management personnel and details of directors’ emoluments
are shown in Note 9.
In 2022 the Group entered a 10-year lease for its new Belfast offices at a commercial
business rate. The lessor is O’Connor & McCann Ltd, a private limited company in which
Peter Keeling is a director and Ryan Keeling is a shareholder. A £199,000 lease payment
was made in the year (2023: £178,750).
Refer to Notes 18 and 22 for further details of the lease.
Note 28. Ultimate controlling party
The Company is controlled by its shareholders. There is no one party which is the ultimate
controlling party of the Group and Company.
Note 29. Capital risk management
The group’s objectives when managing capital are to safeguard the group’s ability to
continue as a going concern in order to provide returns to shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the group may adjust the amount of
dividends paid to shareholders, return capital to shareholders, issue new shares or sell
assets to reduce debt.
The group monitors capital based on the gearing ratio.
Net funds are calculated as total borrowings (current and non-current) as shown in the
group statement of financial position less cash and cash equivalents. Gearing ratio is
calculated as total borrowings divided by total equity.
The gearing ratios at 31 December were as follows:
Note
2024
£000’s
2023
£000’s
Cash and cash equivalents
12,744
16,667
Less: Total Borrowings
24
(1,060)
(1,205)
Net Funds
11,684
15,462
Total equity
39,857
40,786
2.7%
3.0%
Note 30. Post balance sheet events
As at 13 May 2025 there were no material post balance sheet events arising after the
reporting date.
25. Equity Share capital (continued)
CORPORATE GOVERNANCE
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Diaceutics PLC | 2024 Annual Report
122
Copyright © 2025 Diaceutics PLC
Directors
Mr P Keeling
Mr R Keeling
Mr G Paterson
Mr J Clark
Mr N Roberts
Ms C MacDiarmid
COMPANY SECRETARY
Mrs S Craig
Registered Office
Registered Number NI055207
First Floor, Building Two
Dataworks at King’s Hall Health & Wellbeing Park
Belfast, County Antrim
Northern Ireland, BT9 6GW
US Headquarters
Suite 1130, 111 Town Square Place
Jersey City
New Jersey
Corporate information
We care about our environment
This document has been printed on 100% recycled paper.
Independent Auditors
Ernst & Young
Chartered Accountants
EY Building
Harcourt Centre
Harcourt Street
Dublin 2
Ireland
Primary Bankers
HSBC UK Bank plc
1 Centenary Square
Birmingham
B1 1HQ.
Solicitors
DAC Beachcroft LLP
The Wallbrook Building
25 Wallbrook
London
EC4N 8AF
Nominated Advisor & Broker
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
CORPORATE GOVERNANCE
STRATEGIC REPORT
GROUP AND COMPANY FINANCIAL STATEMENTS