Proteome Sciences plc
Registered number: 02879724
Report and Financial Statements
for the year ended 31 December 2024
ADVISERS
NOMINATED ADVISER
Allenby Capital Limited
AND BROKER:
5 St Helen’s Place
London
EC3A 6AB
AUDITOR:
Cooper Parry Group Limited
Sky View
Argosy Road
East Midlands Airport
Caste Donington
Derby
DE74 2SA
SOLICITOR:
Taylor Wessing LLP
Hill House
1 Little New Street
London EC4A 3TR
BANKER:
Barclays Bank Plc
Pall Mall Corporate Banking Group
50 Pall Mall
London
SW1Y 5AX
REGISTRAR:
MUFG Corporate Markets
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Shareholder Enquiries:
+44(0) 371 664 0300
Proteome Sciences plc
1
CONTENTS
Page
BUSINESS REVIEW
Executive Chairman’s Statement
2
Strategic Report
6
GOVERNANCE
Board of Directors
12
Corporate Governance
13
Audit Committee Report
19
Remuneration Committee Report
20
Directors’ Report
23
FINANCIAL STATEMENTS
Independent Auditor’s Report
26
Consolidated Income Statement
32
Consolidated Statement of Comprehensive Income
33
Consolidated Balance Sheet
34
Company Balance Sheet
35
Consolidated Statement of Changes in Equity
36
Company Statement of Changes in Equity
37
Consolidated and Company Cash Flow Statements
38
Notes to the Consolidated Financial Statements
39
AGM INFORMATION
Notice of Annual General Meeting
78
Financial Highlights
•
Total revenues £4.89m (2023: £5.03m)
•
TMT® reagent sales and royalties £4.01m
(2023: £3.40m)
•
Proteomics services revenues £0.87m (2023:
£1.63m)
•
Gross profit £0.67m (2023: £1.65m)
•
Loss after tax £3.41m (2023: £2.44m)
•
Cash at year end £1.13m (2023: £2.03m)
•
Cost of sale and administrative costs £7.24m
(2023: £6.65m)
•
Adjusted EBITDA* loss £1.48m (2023: loss
£0.92m)
*(See Note 3, page 47)
In the first half of 2024 our proteomics business
was adversely affected by the challenging
background to the biotech and pharma markets
with reduced R&D budgets and continued
postponement of projects which had carried over
from 2023. Following the £1.0m reduction in
revenues in the interim results to £2.22m (H1 2023:
£3.21m) we are pleased to report that the second
half recovery anticipated at that time materialised
with a 47% increase in H2 to £2.67m (2023 £1.82m)
with full year revenue for the year to 31 December
2024 returning to £4.89m (2023: £5.03m) reflecting
strong increases in services orders and TMT.
A number of the services orders commenced in H2
but the bulk of these have carried over into 2025
representing a 10 fold increase over the similar
position at the start of 2024.
The launch and availability of TMTpro 35 plex tags
had a very positive impact in the market and TMT
sales and royalties that showed a 16% reduction at
the interims to £1.85m (H1 2023: £2.20m)
performed strongly in H2 with full year revenue
increased 18% to £4.01m (2023: £3.40m).
The Company won a substantial Good Clinical
Laboratory Practice (“GCLP”) contract with a
US biopharmaceutical company in April 2024, and
the same customer has awarded us a follow up
contract to be undertaken in 2025 and 2026, part
of a larger clinical study.
Proteome
Sciences
has
now
added
data-independent acquisition (“DIA”) (label free) to
its services offering with first client projects
underway.
Good progress has been made with our new DIA
multiplex tags (“DXT”) with patents filed in the
summer. Discussions are underway with a
shortlisted group of prospective licensees and a
licence should be concluded in 2025.
Our first commercial contract in Single Cell
Proteomics (“SysQuant® SCP”) was secured in
Q4 2024. With results available shortly we expect
the number of projects to increase sharply in 2025.
The back end of 2024 showed a good recovery
from the impact of the global downturn in biotech
and pharma markets over the previous year.
Following the considerable increase in customer
orders and services in the second half of 2024 we
are optimistic that our proteomics business has
gone through a significant inflection point and that
it can deliver substantial increases and returns in
the future.
Services
2024 followed 2023 as a challenging year in the
biotech and pharma services markets including
service providers in proteomics. The year
commenced with significant headwinds as reported
in many industry and financial articles at the time.
These created significant delays to subsequent
biopharma financial investments which resulted in
reduced
outsourcing
to
Contract
Research
Organisation (“CRO”) services at a time when CROs
were already battling with other cost contingencies.
As stated in our 2023 Annual Report and Accounts,
the US is by far the most significant market for
biopharma companies outsourcing proteomic
services to CROs including Proteome Sciences.
The biopharma layoffs and general slowdown
severely curtailed our order carry-over position
from 2023 to 2024 and restricted our ability to close
orders at the level projected at the start of the 2024
budgeting cycle.
2
Proteome Sciences plc
For the year ended 31 December 2024
EXECUTIVE CHAIRMAN’S STATEMENT
Fortunately, later in H1 2024 we successfully
obtained significant orders from our US customer
base, including a high value GCLP clinical sample
contract value in excess of £500k from a West
Coast US biopharma company. Adding this to other
orders largely from the US enabled us to secure
£950k of orders in the first half of 2024 and that in
turn started to boost Q2 service revenue. We
received over £2m in orders in 2024 mainly from
the USA which was more than 3 times the total
order value in 2023.
2024 revenue was hampered by three factors in the
first half of the year: the absence of carry-over
orders from 2023 into 2024, the low order uptake
in H1 and that the timing of the major GCLP clinical
study mentioned above would provide sequential
samples for analysis in both 2024 and 2025 with
revenue generated from 2025. Services revenue
nevertheless picked up well, more than doubling in
the second half to £0.87m for the full year to
31 December 2024.
In the final quarter of 2024, we were most
encouraged by the high level of carry-over in
orders into the next two financial years 2025 and
2026. These currently total more than £1.30m at the
start of 2025 with a pipeline of an expected
additional £2m of orders received that will
contribute to 2025 and 2026 revenue. We have
never been in such a strong position in previous
years and this should underpin significant revenue
growth for the next 2 years.
The investment made in the new US laboratory was
prompted by the significant quantity of local
demand received from the US West Coast. During
the year we launched our first single cell
proteomics services (SCP) for academic and
commercial customers with several academic
collaborations successfully completed that should
lead to publication in influential scientific journals.
We also obtained and started our first commercial
biopharma orders. As in previous years we
continued to attend relevant conferences and
exhibitions throughout 2024 both in the US and
Europe to combine these events with local
customer engagement, and visits.
The biopharma industry slowdown still ongoing in
the early part of 2024 continued to affect our
business more than expected. Fortunately, the
adverse head winds disappeared and transformed
into favourable tail winds halfway through 2024 and
these transformed the market background and
enabled our services business to rapidly rebound.
We purchased an additional top end mass
spectrometry system early in Q4 2024 in order to
increase our capacity to address the strong
customer demand. We needed to acquire a
second Exploris mass spectrometer at the close of
2024 as a result of the burgeoning order pipeline.
The benefits from the additional capacity brought
on stream will be more fully reflected in 2025 and
2026 revenues.
Licences
We have an exclusive global license with Thermo
Fisher Scientific for our tandem mass tag reagents
(“TMT®”) and other licences using biomarkers in
stroke and Alzheimer’s disease. Our wider portfolio
of biomarkers, research tools and experimental
drug compounds are also available for licensing.
These include recently filed applications for a new
series of tags for multiplexing (DIA). Proteome
Sciences holds registered trademarks including
Tandem Mass Tag®, TMT®, SysQuant®, and
applications for DIA multiplex Tags™ and DXT.
We are actively pursuing licensing partners for the
DXT reagents and expect to move these
discussions to conclusion in 2025 and are looking
to perform further validation through internal
research and external grant funding to support
out-licensing of other biomarker panels.
Tandem Mass Tags®
Our licensing revenue comes from both direct
reagent sales to Thermo Fisher Scientific and
downstream royalty payments from their sales of
packaged kits. During 2024 we saw strong
recovery for both revenue streams. This was driven
by improving market conditions and higher
demand from Thermo Fisher Scientific for reagent
supplies following the full launch of 35plex
TMTpro® in June 2024. Total revenue increased by
18% to £4.01m (2023: £3.40m).
Proteome Sciences plc
3
Business Review
Governance
Financial Statements
AGM Information
For the year ended 31 December 2024
EXECUTIVE CHAIRMAN’S STATEMENT
Looking forward, we anticipate further adjustments
in the market as more comparisons between
TMTpro™ and DIA are published, showing that
TMTpro™ provides higher precision and is better
suited to identifying biomarkers in cells and tissues
and with DIA starting to compete more with the
high
throughput
methods
available
from
SomaLogic and O-Link for large cohort studies. We
expect the benefits of TMTpro™ 35plex in single
cell proteomics will increase the use of tagging and
size of the mass spectrometry marketplace.
Stroke Biomarkers
There has been little visible progress from our
partner Randox in completing their European
registration trials. A research-use-only test, the
Neurovascular Dysfunction Biochip, that uses
several of our licensed biomarkers is now
commercially available, but the expected date for
market approval for clinical use remains unknown.
We have not yet received royalties in connection
with the launched kit and continue to monitor
Randox performance.
Galaxy CCRO, the small physician-led biomarker
company in the US continues with its biomarker
validation study of the FAST>ER point-of-care test
using Glutathione S-transferase pi (GSTPi). Initial
results are expected at the end of H1 2025, but
preliminary data suggested the need for greater
sensitivity
and
Galaxy
has
commissioned
development of a second-generation test that has
substantially improved performance. As part of the
original licensing deal Proteome Sciences own
9.7% of Galaxy’s issued stock and will additionally
benefit from their other non-stroke research and
development projects.
Research
During the first half of 2024 we completed several
research projects. Most notably was the synthesis
of a new 6plex set of isotopic tags that enable
multiplexed data-independent acquisition (DIA)
mass spectrometry. Our internal testing showed
these second-generation tags perform well for both
protein identification rates and quantitative
accuracy. The DIA multipleX Tag™ (DXT) set is
currently being evaluated by key academic opinion
leaders and prospective licensing partners for use
across a range of different applications. We intend
to present data on the tags in June at the 2025
American Society for Mass Spectrometry meeting.
We completed the development of a TMTpro™
16plex SysQaunt® Single Cell Proteomics workflow
using our CellenONE platform. After c.18 months
research and development, we performed our first
commercial project analysing more than 2,000 cells
across multiple chips. We have refined the data
analytics pipeline to improve consistency and we
are detecting an average of ~2,000 proteins per
16plex. Further research is underway to extend
capacity and performance to address the growing
requirements of our customers. In parallel, our data
scientists have developed improved analysis and
data visualization tools that provide a superior user
interface. This offers simplified data assembly and
automated analysis by non-expert users. Results
are output into a dashboard allowing a wide range
of statistical modelling and visualizations that let
customers utilise relevant biological discoveries
from their SCP studies.
Our ProteoSHOP® blood proteomics workflows are
based on removal of the 14 most abundant
proteins and deliver good performance with
>2,500 proteins detectable and 1,000 of these
quantifiable across all samples in a recent study
with 150 individual samples. To improve this further
we have evaluated a number of recently introduced
reagents that enrich proteins and extracellular
vesicles from serum and plasma. Our initial results
are promising, increasing the number of detected
proteins to >4,500 in human serum. This has also
been tested in bovine serum and we can see
significant improvements over our previous
depletion-based method that provides deeper
analysis for customers in veterinary drug and
vaccine development. We have expanded our
proteomics services with the development of DIA
workflows
using
Orbitrap
Exploris
mass
spectrometers. Results were encouraging with
more than 13,000 proteins detectable in human cell
lines. We have also improved our computational MS
and bioinformatics processes for DIA and
introduced DIA services towards the end of the
year. A full multiplexed SysQuant® DIA offering will
be developed and launched during H1 2025.
4
Proteome Sciences plc
For the year ended 31 December 2024
EXECUTIVE CHAIRMAN’S STATEMENT
Operating Environment
Due to the macroeconomic challenges experienced
in the second half of 2023 and the first half of 2024,
the carry-over in orders into 2024 was severely
depleted. Since then, the number of projects and
orders secured during the second half of the year
rose sharply providing a record carry-over into
2025 of £1.30m.
The new US services facility in San Diego delivered
good early customer project results but again the
challenging economic climate in the industry
continued through the first half of 2024 prompting
a temporary suspension in services in the summer
pending confirmation of a better project pipeline.
Again, the background in the second half
rebounded as expected and activities in San Diego
returned to normal in February 2025.
On the tag side the launch and availability of the
TMTpro™ 35 plex tags had a very positive effect in
the market and helped to propel TMT revenues.
We have already added DIA (label free) to our
range of services offerings with first client projects
underway and we expect multiplexed DIA to
provide new streams of revenue in 2025
and beyond.
Our innovative DIA plex tags are regarded as
important future value drivers and will accelerate
after a licence is concluded with one of the major
distributors in the field of reagent tags.
Following the successful completion of a number
of academic projects in SCP we await scientific
publication with considerable interest and the
completion of our first commercial orders from
which we expect activity and revenue from SCP.
As previously announced Mariola Söhngen
stepped down as CEO and director on the
31 January 2025. Chairman, Christopher Pearce,
has taken the role of Executive Chairman until the
Company appoints an appropriate successor to
become CEO. It was also announced that Abdel
Omari would step down as CFO and director on
31 January 2025, but he will then take on a part
time role as financial consultant and adviser to
Proteome Sciences plc.
On behalf of shareholders, I would like to take this
opportunity to thank Mariola Söhngen and Abdel
Omari for the considerable contributions that they
have made to the business over their tenure by
overseeing the investments made to develop
DIA tags, SCP and establishing the US services
facility in San Diego.
At the end of a difficult year for our business and
after the substantial strategic investments that have
been made for the future, we would like to thank all
our employees for their contribution, passion and
hard work. We believe that these should be
transformational for future growth.
Outlook
As a result of the economic and industry
background our business had to navigate through
a difficult period from the second half of 2023.
Our proteomics activities remained healthy with a
good and growing order book with the translation
into revenues delayed but which started to rapidly
rebound in the second half of 2024.
With strong increases in orders for both TMT and
our services business we were convinced that the
downturn in the biotech and pharma markets was
behind us. We consequently decided to invest
further in additional machine capacity and staff at
the close of 2024 to address the growing
customer demand.
We are pleased to reiterate that the momentum
from the second half of last year has continued into
2025 with the pipeline now extending well into
2026. We are optimistic that our proteomics
business has gone through a strong inflection point
in its development and that it can deliver substantial
increases and returns in the future.
Christopher Pearce
Executive Chairman
9 April 2025
Proteome Sciences plc
5
Business Review
Governance
Financial Statements
AGM Information
For the year ended 31 December 2024
EXECUTIVE CHAIRMAN’S STATEMENT
Review of the Business
The principal activities of the Group involve protein
biomarker research and development. As a leader
in applied proteomics, we use high sensitivity
proprietary techniques to detect and characterise
differentially expressed proteins in biological
samples for diagnostic, prognostic and therapeutic
applications. In addition, we invented and
developed the technology for TMT® and TMTpro™,
and manufacture these small, protein-reactive
chemical reagents which are sold for multiplex
quantitative proteomics under exclusive license by
Thermo Fisher Scientific.
Proteome Sciences is a major provider of contract
research services for the identification, validation
and application of protein biomarkers. Our clients
are
predominantly
pharmaceutical
and
biotechnology companies, but we also perform
services for other sectors including academic
research. While we have several well-established
workflows that meet the needs of many customers,
we retain our science-led business focus wherever
possible, developing new analytical methods, new
reagents and data analysis tools to provide greater
flexibility in the types of studies we can deliver.
Our contract service offering remains centred on
mass spectrometry-based proteomics, and this is
becoming more widely implemented in drug
development projects as the pharmaceutical
industry seeks to expand biological knowledge
beyond genomics. These services are fully aligned
with the drug development process, can be used
in support of clinical trials and in vitro diagnostics,
and include proprietary bioinformatics capabilities.
Progress during 2024
Growing Our Services Business
Building for the future
During 2024 we have continued our long-term
program of improving and broadening our
proteomics services. Following a detailed review in
2022 we have taken a stepwise approach to
improve and expand all aspects of our workflows.
In 2023 we completed the move to single-pot,
solid-phase-enhanced sample-preparation (“SP3”)
technology sample processing that enabled a 50%
increase in throughput for our standard methods.
We have continued this progress and now have
adapted methods for working with smaller samples,
that further enhances the utility of unbiased
biomarker discovery from small samples such as
tumour biopsies. We have also been evaluating
new mass spectrometry methods using DIA and
combined this with further development of
multiplexing tags for DIA. The initial results for both
standard and multiplexed DIA are encouraging,
and we are pushing forward these developments
into our Biomarker Services. The final step in our
analytical pipeline is statistical analysis of
quantitative data from the mass spectrometry
results. We have always provided a high-quality
data science service and combined this with deep
biological analysis of the identified protein changes
to assist our customers in understanding how the
data support their studies. During 2024 we have
further developed our data science team bringing
in skills for rapid software development and
enhanced data visualization. We are currently
testing a new data dashboard concept internally
and aim to release this for customer applications
in 2025.
Status of the Tandem Mass Tag® Product Portfolio
This year we released the latest TMTpro™ 35plex
set with our exclusive licensee Thermo Fisher
Scientific. Using the higher plexing capabilities
enables higher overall data quality across large
sample sets, with less missing data and high
quantitative precision and accuracy. In a recently
completed study we saw an approximately 40%
increase in the number of proteins quantified in
150 human serum samples compared to similar
studies using 18plex TMTpro™. The market
response has been positive amongst large
TMTpro™ users, and we expect this to filter down
to smaller research groups and academic core
laboratories in 2025.
During the year we also extended our program in
multiplexed tags for DIA, manufacturing a second
generation 6plex set of tags. This gave improved
performance for multiplexed DIA applications and
increased the numbers of proteins identifiable.
We also demonstrated excellent quantitative
6
Proteome Sciences plc
For the year ended 31 December 2024
STRATEGIC REPORT
performance with observed ratios being extremely
close to expected values across a biologically
relevant dynamic range. A US provisional patent
application has been filed, adding to the patent
covering first generation tags filed in 2023. We are
in discussions with several parties regarding
licensing of the tags for sales, marketing and
distribution, following the model established for
TMT®. We have also filed to register the trademarks
‘DIA multipleX Tag’ and ‘DXT’.
Single Cell Proteomics
After prolonged development of the SCP platform,
we secured our first commercial contract in
Q4 2024. This study analysed >2,000 individual
cells and we were able to identify different cell
types within a complex multicellular sample.
A second project with this customer is under
negotiation with another SCP project for a different
customer currently ongoing, and we expect the
number of projects to increase quickly during
2025. We have also been working to extend the
capacity and breadth of SCP using the recently
introduced nPOP sample preparation. Using our
CellenONE system with nPOP allows several
thousand cells to be sorted in a single run. We are
also looking to use massively parallel precursor
prioritisation to further enhance the depth of
proteome coverage and data completeness in
such large studies. Recently a research group at
Northeastern
University,
Boston,
USA
has
published a scientific paper describing use of
nPOP and prioritized acquisition that measured
>2,000 proteins in each of 1,000 cells within a
single day, substantially eclipsing the throughput of
even the fastest data-independent acquisition
workflows.
Stroke biomarkers
We still await outcomes from the two clinical trials
being run by our licensees Randox and Galaxy
CCRO, which we understand remain ongoing.
The Galaxy trial has experienced slower than
expected recruitment rates, but the initial phase
has shown the lateral flow test to be easily
deployable within the Emergency Room and
specialized Acute Stroke Unit. There are also
different kinetics of GSTP level changes during the
first hour in hospital and we await their analysis in
conjunction with clinical information to assess the
utility of their FAST>ER test.
Patent Applications and Proprietary Rights
During the year 2024 we filed two new patents
relating
to
our
1st
and
2nd
generation
DIA multiplexing tags. We also filed for protection
of the trademark DXT in relation to these tags. Four
patents were granted and issued relating to
methods of TMT® labelling and biomarkers of
Alzheimer’s disease, whilst 55 cases from 6 families
mainly related to non-exploited stroke biomarkers.
One case relating to alternative mass tag structures
no longer required was abandoned.
Strategic evaluation
Our main focus in the first half of 2024 was to
further
embed
new
technology
offerings
introduced in previous years and continue the
innovation
around
areas
of
increasing
pharmaceutical industry interest. The main
activities have been:
•
Streamlining and improving the single cell
proteomics sample preparation and data
analysis workflows. We implemented the new
nPOP cell sorting method and will expand this
for use with 35plex TMT in the coming year. The
new data dashboard is delivering a vast
increase in data usability and the underpinning
statistical tools have been further refined to
increase overall data quality.
•
Exploring new methods for analysis of blood
proteomics
using
enrichment
methods
introduced by different vendors. Indications are
promising for both human and veterinary
sectors.
•
Expanding our immunopeptidomics services
by enhancing the data analysis pipeline using
robust sequence rescoring and introduction of
major histocompatibility complex II (“MHC II”)
specific pulldowns. This reflects the rapid
increase of awareness around immune system
remodelling during most diseases, and the
challenges of chronic inflammation in ageing
(inflammaging).
Proteome Sciences plc
7
Business Review
Governance
Financial Statements
AGM Information
For the year ended 31 December 2024
STRATEGIC REPORT
Financial Review
Results and Dividends
Key Performance Indicators (“KPI’s”)
•
The directors consider that revenue, adjusted
EBITDA, and profit before/after tax are
important in measuring Group performance.
The performance of the Group is set out in the
Executive Chairman’s Statement on page 2.
•
The directors believe that the Group’s rate of
cash expenditure and its effect on Group cash
resources are important. Net cash outflows
from operating activities for 2024 were £0.83m
(2023: net cash outflows of £0.48m). The costs
in 2024 were higher when compared to 2023
due to the investment in our San Diego site,
development of next generation tags and the
launch of SCP. We suffered from lower revenues
in biomarker services as compared to 2023.
Cash at 31 December 2024 was £1.13m
(31 December 2023: £2.03m).
•
In 2024 service revenues decreased by 47% to
£0.87m (2023: £1.63m). As a proportion of total
group revenue service revenues in 2024 were
18% compared to 32% in 2023.
Financial Performance
•
Revenue for the year ended 31 December 2024
showed a 3% decrease to £4.89m (2023:
£5.03m). This is comprised of two revenue
streams: TMT® related revenue and Proteomic
(Biomarker) Services. Sterling values of our
sales and royalties received for TMT® tags
increased by 18% to £4.01m (2023: £3.40m)
•
Gross profit £0.67m (2023: £1.65m)
•
Administrative
expenses,
including
depreciation of £3.02m (2023: £3.27m)
•
EBITDA
decreased
to
£(1.52)m
(2023:
£(1.14)m)
•
Adjusted EBITDA* loss of £1.48m (2023: loss
£0.92m)
•
The loss after tax was £3.41m (2023: loss after
tax of £2.44m)
*Adjusted EBITDA (a non-GAAP Group specific measure
(see Note 3) which is considered to be a key performance
indicator of the Group’s financial performance) decreased
by £0.56m year on year mainly due to lower revenues while
costs have increased.
Taxation
Owing to the changing nature of our services
business, with a stronger focus on commercial
activities, we have not fully assessed our available
R&D tax credit for 2024, and such amounts are only
recognised when reasonably assured.
Costs and Available Cash
•
The Group maintained a positive cash balance
in 2024 and continues to seek improved cash
flows from commercial income streams. Due to
flat revenues and higher operating costs year
on year, the Group had a negative cash flow in
the year. Administrative expenses in 2024 were
£3.02m (2023: £3.27m)
•
Staff costs for the year were £3.49m (2023:
£3.35m) of which £0.04m was a share based
payment charge (2023: £0.22m)
•
Property costs without charges on rent of
£0.51m were higher than previous years (2023:
£0.44m) also including property costs for the
lab in San Diego
•
Finance costs relate to interest due on loans
from two major investors in the Company and
lease interest. Costs of £0.89m were higher
than the prior year (2023: £0.80m)
•
Trade and other payables were £0.78m (2023:
£0.63m)
•
Trade and other receivables were £0.43m
(2023: £0.96m)
•
Cash at the year end was £1.13m (2023:
£2.03m)
8
Proteome Sciences plc
For the year ended 31 December 2024
STRATEGIC REPORT
Principal Risks and Uncertainties
Commercialisation Activities
It is uncertain whether our range of contract
proteomic
services
will
generate
sufficient
revenues for the Group ultimately to be successful
in an increasingly competitive commercial market
which generally favours companies with a broader
technology platform than our own. Similarly, our
increased capacities and the opening of our
US laboratory create a risk that we do not generate
sufficient orders to make our commercial activities
profitable.
Management of Risk: The Group has sought to
manage this risk by broadening its proteomic
services offering by increasing the coverage of
unbiased discovery experiments and broadening
capabilities for analysis of very small samples
including single cells, investing in our own sales by
dedicating more staff time to direct business
development activities in our principal commercial
territories and adopting conventional service-based
metrics directed at speed, cost and quality.
Adding new services bears the risk that
competitors are already more advanced and it will
be difficult to find and retain new customers.
Management of Risk: We believe the technology
we are developing for single cell proteomics has a
high demand in the market and hence we believe
there is sufficient room for many players to satisfy
the demand. Moreover, Proteome Sciences has a
USP (Unique Selling Point) as we are the owner of
TMT® which gives us a number of advantages
(including cost control) vis à vis competitors.
Dependence on Key Personnel
The Group depends on its ability to retain a limited
number of highly qualified scientific, commercial
and managerial personnel, the competition for
whom is strong. While the Group has entered into
conventional employment arrangements with key
personnel and staff turnover is low, their retention
cannot be guaranteed as evidenced by two
resignations during 2024.
Management of Risk: The Group has a policy of
organising its work so that projects are not
dependent on any one individual, and we have
strong managerial oversight and support for our
laboratory-based staff. Retention is also sought
through
annual,
role-based
reviews
of
remuneration packages, performance related
bonus payments, and the opportunity for share
option grants.
Investment Limitations
Sales and royalties from TMT® have historically
been key to revenue and working capital for the
group to invest in the business. We are still reliant
on TMT® sales and royalties for the majority of our
revenues and working capital to invest in growing
the business remains limited.
Management of Risk: In addition to previous cost
reduction and ongoing containment measures
which have significantly changed the cost profile
of the business over the last years, we also actively
engage with our major creditors to manage the
Company’s debt.
Competition and Technology
The international bioscience sector is subject to
rapid and substantial technological change. There
can be no assurance that developments by others
will not render the Group’s service offerings and
research
activities
obsolete
or
otherwise
uncompetitive. Proteomics remains a growth area
where increasing demand from the pharmaceutical
industry remains ahead of the growth in service
provider capacities.
Management of Risk: The Group employs highly
experienced research scientists and senior
managerial staff who monitor developments in
technology that might affect the viability of its
service business or research capability. This is
achieved through access to scientific publications,
attendance at conferences and collaboration with
other organisations.
Licensing Arrangements
The Group intends to continue sub-licensing new
discoveries and products to third parties, but there
can be no assurance that such licensing
arrangements will be successful.
Proteome Sciences plc
9
Business Review
Governance
Financial Statements
AGM Information
For the year ended 31 December 2024
STRATEGIC REPORT
Management of Risk: The Group manages this risk
by a thorough assessment of the scientific and
commercial feasibility of proposed research
projects which is conducted by an experienced
management team. Risk has also been reduced by
decreasing the overall number of research projects
and re-distributing available resources.
Patent Applications and Proprietary Rights
The Group seeks patent protection for identified
protein biomarkers which may be of diagnostic,
prognostic or therapeutic value, for its chemical
mass tags, and for its other proprietary
technologies. The successful commercialisation of
such biomarkers, chemical tags and proteomic
workflows is likely to depend on the establishment
of such patent protection. However, there is no
assurance that the Group’s pending applications
will result in the grant of patents, that the scope of
protection offered by any patents will be as
intended, or whether any such patents will
ultimately be upheld by a court of competent
jurisdiction as valid in the event of a legal
challenge. If the Group fails to obtain patents for its
technology and is required to rely on unpatented
proprietary technology, no assurance can be given
that the Group can meaningfully protect its rights.
All patents have a limited period of validity and
competing products may be sold by third parties
on expiry in each territory. Whilst the expiration of
the earliest TMT® patent in 2022 resulted in 2022 a
reduced royalty rate under the exclusive licence
and distribution agreement with Thermo Fisher
Scientific, we do not expect further royalty
reductions in 2025 and beyond. We continually
monitor the implications of patent expiry and have
not seen any generic isobaric tags enter the
markets so far.
Management of Risk: The Group retains limited but
experienced
patent
capability
in
house,
supplemented by external advice, which has
established controls to avoid the release of
patentable material before it has filed patent
applications. Maintenance of the existing patent
portfolio is subject to review ensuring that its
ongoing cost is proportional to its perceived value.
We seek to prolong the value of our proprietary
technologies by patenting improved chemical tags
and superior biomarker panels when we are able
to do so, and we monitor the impact of patent
expiry by monitoring of market share of licensed
products such as TMT® and TMTpro™.
Section 172 statement
The Board recognises the importance of the
Group’s wider stakeholders when performing their
duties under Section 172(1) of the Companies Act
and their duties to act in the way 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
(amongst other matters) to:
(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 as between members of
the company.
The Board considers that all their decisions are
taken with the long-term in mind, understanding that
these decisions need to regard the interests of the
company’s employees, its relationships with
suppliers, customers, the communities and the
environment in which it operates. It is the view of the
Board that these requirements are addressed in the
Corporate Governance Statement on page 13,
which can also be found on the company’s
website www.proteomics.com.
10
Proteome Sciences plc
For the year ended 31 December 2024
STRATEGIC REPORT
For the purpose of this statement detailed
descriptions of the decisions taken are limited to
those of strategic importance. The Board believes
that two decisions taken during the year fall into this
category and were made with full consideration of
both internal and external stakeholders as follows:
Investment in developing new products and
services.
The board took the decision in 2024 to invest in an
internal research project to develop a new 6-plex
set
of
isotopic
tags
for
multiplexed
data-independent
acquisition
(DIA)
mass
spectrometry.
The
board
considers
that
development and innovation in this market sector
is important for long term success and expects
DIA tags to provide new revenue streams in 2025
and beyond.
Investment in new instruments
The Board took the decision to invest in additional
new instrumentation due to the increased demand
for the Groups’ services. The board considers this
investment in instruments and consequent
additional capacities will be of great benefit to both
existing and potential customers.
By Order of the Board
Coveham House
Downside Bridge Road
Cobham
Surrey KT11 3EP
Victoria Birse
Company Secretary
9 April 2025
Proteome Sciences plc
11
Business Review
Governance
Financial Statements
AGM Information
For the year ended 31 December 2024
STRATEGIC REPORT
Christopher Pearce
Executive Chairman
Christopher Pearce has built the Group since
inception and been responsible for the formulation
and implementation of strategy, collaborative and
licensing agreements, and IP. He was co-founder
and Executive Chairman of Fitness First plc.
Dr Ian Pike
Chief Scientific Officer
Ian Pike has over 30 years’ experience working in
the diagnostics and biotechnology sectors and
joined Proteome Sciences plc in November 2002.
Having gained a PhD in medical microbiology, he
joined Wellcome Diagnostics as a research group
leader and spent eight years working on new
diagnostic assays, particularly for hepatitis. In
December 1999, he joined the Technology Transfer
Office of the UK Medical Research Council with
responsibility for patents and commercialisation of
a wide portfolio of technologies related to the
biomedical sector. Before joining the Group, Ian
worked for Cancer Research Ventures managing
intellectual property and performing business
development activities in Europe and the US.
Richard Dennis
Chief Commercial Officer
Richard Dennis joined the Group in April 2017.
He has a commercial background spanning over
30 years in the global life sciences research sector.
Throughout his career he has held positions based
in both the UK and US managing international
sales teams. Prior to joining Proteome Sciences, he
had held positions of increasing responsibility and
diversity in companies such as Meso Scale
Discovery, BioScale Inc., and most recently
Quanterix Corp. He sits on the board of trustees of
Kidscan Children’s Cancer Research, a charity
based in Manchester, UK.
Roger McDowell
Non-executive Director (i) (ii)
Roger McDowell has a highly successful career as
a businessman and entrepreneur. He was Chief
Executive of Oliver Ashworth Group plc for
eighteen years before its sale to St Gobain. He is
currently the Chairman or a non-executive director
of six listed companies, namely Avingtrans plc,
Flowtech Fluidpower plc and Hargreaves Services
plc as Chairman, British Smaller Companies VCT2
plc and Tribal Group plc as non-executive director.
He brings considerable commercial experience
with him and is a keen exponent of growing
shareholder value.
Martin Diggle
Non-executive Director
Martin Diggle has worked in finance for over
30 years. He was a director and partner of
UBS/Brunswick in Russia until 2003, after which he
joined Vulpes Investment Management, where he
is currently a director and partner. He is an
experienced specialist investor in life sciences and
manages the Vulpes Life Sciences Fund, the
registered holder of 22.97% of Proteome Sciences'
ordinary share capital.
Dr Ursula Ney
Non-executive Director (i) (ii)
Ursula Ney has more than 30 years’ experience in
the pharmaceutical and biotech industry, with
20 years in leadership roles in the biotech sector.
She was director of Development and on the Board
of Celltech plc, and later COO and executive
director of Antisoma plc. More recently she was
CEO of the private company Genkyotex SA and a
non-executive director on the board of Discuva, a
Cambridge, UK based start-up. She is currently
also a non-executive director at Scancell plc and a
Trustee of the University of Plymouth. She has
broad experience of drug development across a
range of therapeutic areas and products.
(i) Member of Audit Committee
(ii) Member of Remuneration Committee
12
Proteome Sciences plc
BOARD OF DIRECTORS
For the year ended 31 December 2024
The
Chairman’s
Statement
on
Corporate
Governance
I am pleased to present this year’s Corporate
Governance Statement.
The Company is committed to maintaining high
standards of corporate governance. It is the
responsibility of the Board and me as Chairman to
ensure that the Company has in place the
structure, strategy and people to deliver value to
shareholders in the medium to long term.
The Board recognises that an effective corporate
governance framework is important to help achieve
this aim and is fundamental to the long-term
success of the Company.
The Company adopted the Quoted Companies
Alliance Corporate Governance Code (QCA Code)
during 2018 and continues to comply with each of
the ten principles of the QCA Code. In 2023 the
QCA Code was updated, and the Company
intends to comply with and report on changes to
the
code
within
the
required
timeframe.
The remainder of this statement sets out how the
Company applies the Code. Further information on
the Company’s compliance is published on our
website (www.proteomics.com/investors).
Compliance with the Quoted Companies Alliance
Corporate Governance code
The Quoted Companies Alliance has published a
corporate governance code for small and
mid-sized quoted companies, which includes a
standard of minimum best practice for AIM
companies, and recommendations for reporting
corporate governance matters (the “QCA Code”).
The Directors of Proteome Sciences plc comply
with the QCA Code.
The QCA Code sets out ten principles which
should be applied. These are listed below together
with a short explanation of how the Company
applies each of the principles. Where the Company
does not fully comply with a principle an
explanation as to why has also been provided.
1. Establish a strategy and business model which
promote long-term value for shareholders
Proteome Sciences plc is a contract research
organisation specializing in the analysis of proteins
by mass spectrometry, providing both discovery
and targeted proteomics services and proprietary
biomarker assays to biopharmaceutical and
diagnostic companies engaged in the discovery
and development of precision medicines.
Proteomics is an enabling biotechnology platform
for an increasing number of companies invested in
the identification of targeted therapeutics for the
future provision of healthcare. Offering a service to
such companies, in addition to the synthesis of
specialty chemical tags for mass spectrometry, is
an essential part of the strategy to deliver
shareholder value in the medium to long-term.
2. Seek to understand and meet shareholder
needs and expectations
The Board is committed to maintaining good
communication and having constructive dialogue
with its shareholders on a regular basis.
All shareholders are encouraged to attend the
Company’s Annual General Meeting and any other
General Meetings that are held throughout the year.
Investors also have access to current information
on
the
Company
through
its
website,
https://www.proteomics.com.
Requests
from
institutional and retail shareholders are addressed
directly whenever possible by members of the
Executive team.
3. Take into account wider stakeholder and social
responsibilities
and
their
implications
for
long-term success
The Board recognises that for the long-term
success of the Company their decisions must
consider a wider stakeholder group and the
Company’s social responsibilities. The Company is
reliant upon the efforts of the employees of the
Company, its subsidiaries, contractors, suppliers
and regulators, and upon relationships with
customers and licensees. Feedback from all these
stakeholders is shared with, and reviewed by, the
executive team on a regular basis and, where
Proteome Sciences plc
13
CORPORATE GOVERNANCE
For the year ended 31 December 2024
Business Review
Governance
Financial Statements
AGM Information
appropriate, actions are documented. The executive
team, led by the Executive Chairman, is also
responsible for identifying the resources and
relationships necessary for developing the business,
and sharing these needs with the Board.
An agreed procedure exists for directors in the
furtherance of their duties to take independent
professional advice. With the prior approval of the
Chairman, all directors have the right to seek
independent legal and other professional advice at
the Company’s expense concerning any aspect of
the Company’s operations or undertakings in order
to fulfil their duties and responsibilities as directors.
If the Chairman is unable or unwilling to give
approval, Board approval will be sufficient.
Newly appointed directors are made aware of their
responsibilities through the Company Secretary.
4. Embed effective risk management, considering
both opportunities and threats, throughout the
organisation
Risk management
The Board constantly monitors the operational and
financial aspects of the Company’s activities and
is responsible for the implementation and ongoing
review of business risks that could affect the
Company (see page17). Duties in relation to risk
management that are conducted by the directors
include, but are not limited to:
•
Initiate action to prevent or reduce the adverse
effects of risk
•
Control further treatment of risks until the level
of risk becomes acceptable
•
Identify and record any problems relating to the
management of risk
•
Initiate, recommend or provide solutions
through designated channels
•
Verify the implementation of solutions
•
Communicate and consult internally and
externally as appropriate
•
Inform investors of material changes to the
Company’s risk profile.
Conflicts of interest
The Board has instituted a process for reporting
and managing any conflicts of interest held by
directors. Under the Company’s Articles of
Association, the Board has the authority to approve
such conflicts.
Company materiality threshold
The Board acknowledges that assessment on
materiality and subsequent appropriate thresholds
are subjective and open to change. As well as the
applicable laws and recommendations, the Board
has considered quantitative, qualitative and
cumulative factors when determining the materiality
of specific relationships of directors.
5. Maintain the board as a well-functioning,
balanced team led by the chair
The Board recognises that the Company needs to
deliver growth in long-term shareholder value and
that this requires an efficient, effective and dynamic
management
framework.
This
should
be
accompanied by good communication which helps
to promote confidence and trust.
The Board currently comprises three Executive
Directors:
Christopher Pearce (Executive Chairman)
Dr Ian Pike (Chief Scientific Officer)
Richard Dennis (Chief Commercial Officer)
and three non-executive Directors;
Roger McDowell
Martin Diggle
Dr Ursula Ney
Details of the qualifications, background and
responsibilities of each director are described on
page 12 and provided on the Company’s website
(https://www.proteomics.com/about/leadership).
The Board is supported by Audit and Remuneration
Committees, details of which are summarised
under Principle 9 below.
–
The Board considers Roger McDowell and
Dr Ursula Ney to be independent.
14
Proteome Sciences plc
For the year ended 31 December 2024
CORPORATE GOVERNANCE
–
Martin Diggle, a director of Vulpes Investment
Management which manages the Vulpes Life
Sciences Fund (the largest shareholder in the
Company) is not remunerated for his role on the
Board and is not a member of any Board
sub-committee.
Non-Executive Directors are expected to devote
such time as is necessary for the proper
performance of their duties, but it is anticipated that
they will spend approximately one day a month on
work for the Company. This will include attendance
of Board meetings (usually 8 per year), see
page 18 for the attendance during the year,
the AGM, committee meetings and sufficient time
to consider relevant meeting papers.
6. Ensure that between them the directors have
the necessary up-to-date experience, skills and
capabilities
All members of the Board bring relevant experience.
The Board believes that its blend of experience,
skills, personal qualities and capabilities is suitable
to ensure it successfully executes its strategy. The
existing spectrum of differing entrepreneurial skills
continues to be represented on the Board together
with considerable knowledge and expertise from
scientific research and the pharmaceutical industry.
The Board will continue to ensure that Directors
receive appropriate support and training as required
to keep them up to date with current practices. The
Board’s biographies are set out on page 12.
7. Evaluate board performance based on clear
and relevant objectives, seeking continuous
improvement
The Board considers that it is appropriate to
evaluate the performance of the Board and its
Committees annually. The 2024 evaluation is
detailed below. This is intended to make sure that
the Board remains effective, well-informed and able
to make high quality and timely decisions for the
benefit of all stakeholders in the Company with
regular meetings to discuss the strategic direction
and the terms of reference for the Committees.
Areas covered include Board structure, Board
arrangements, frequency and time, content of
Board meetings, Board culture and succession
planning. It is recognised that there continues to be
more regulation about which Directors need to be
informed and aware. The Board will continue to
ensure that Directors receive appropriate support
and training as required to keep them up to date
with current practices.
The Chairman led an annual performance
assessment of the Board and its Committees at the
end of 2024. The performance effectiveness
process included each Director completing a
performance evaluation questionnaire, the results
and feedback from which were collated into a
summary and discussed by the Board.
Further to the annual performance assessment the
Chairman concluded that the Board acted
effectively in what was a challenging period to
establish three additional revenue streams in 2024
despite the global downturn in biotech and the
pharma services market experienced from the
middle of 2023 that continued until mid 2024.
This was delivered by an appropriate risk
management strategy and by regular interaction
between the Board and the executive with regular
communication to staff and shareholders.
8. Promote a corporate culture that is based on
ethical values and behaviours
As part of the Board’s commitment to the highest
standard of conduct, the Company expects that
board members will act in good faith, fair and
impartially, with honesty and integrity and always in
the best interests of the organisation and in
particular such matters as:
•
responsibilities to shareholders
•
compliance with laws and regulations
•
relations with customers and suppliers
•
ethical responsibilities
•
employment practices
•
responsibility to the environment and the
community.
Proteome Sciences plc
15
For the year ended 31 December 2024
CORPORATE GOVERNANCE
Business Review
Governance
Financial Statements
AGM Information
9. Maintain governance structures and processes
that are fit for purpose and support good
decision-making by the board
Chairman
The current Chairman of the Company is
Christopher Pearce who has been a director of the
Company since July 1994. The responsibilities of
the Chairman are to:
•
Lead the Board, ensuring its effectiveness on
all aspects of its role
•
Ensure that the directors receive accurate,
timely and clear information
•
Ensure
effective
communication
with
shareholders
•
Facilitate
the
effective
contribution
of
non-executive directors
•
Act on the results of board performance
evaluation.
Executive Chairman
The responsibilities of the Executive Chairman
are to:
•
Provide
leadership
and
day
to
day
management of the business within the
authorities delegated by the Board.
Board meetings
The Board meets on average 8 times a year, during
2024 the board met 7 times, usually by way of both
face to face and teleconference meetings. During
2024 there was 1 in-person meeting and the
remainder were held via teleconference. Decisions
concerning the direction and control of the
business are made by the Board, and a formal
schedule of matters specifically reserved for the
Board is in place. Matters reserved for the Board
include:
•
Approval of overall strategy and strategic
objectives;
•
Oversight of operations (including accounting,
planning and internal control systems);
•
Compliance
with
legal
and
regulatory
requirements;
•
Management/operational performance review;
•
Changes in corporate or capital structure;
•
Approval of the risk appetite of the Company;
•
Approval of the half-year and annual report and
accounts;
•
Declaration of any interim dividend and
recommendation of a final dividend;
•
Approval of formal communications with
shareholders;
•
Approval of major contracts and investments;
and
•
Approval of policies on matters such as health
and safety, corporate social responsibility
(CSR) and the environment.
Generally, the powers and obligations of the Board
are governed by the Companies Act 2006, and the
other laws of the jurisdictions in which the
Company operates. The Board is responsible,
inter alia, for setting and monitoring Group strategy,
reviewing trading performance, ensuring adequate
funding, examining major acquisition opportunities,
formulating policy on key issues and reporting to
the shareholders.
Board Committees
There are two board committees:
•
Audit Committee - members are Roger
McDowell (Chair), and Dr Ursula Ney. This
committee met twice during 2024.
•
Remuneration Committee - members are
Dr Ursula Ney (Chair) and Roger McDowell.
This committee met three times during 2024.
Audit Committee
The Committee provides a forum for reporting by
the Company’s external auditors. Meetings are held
on average twice a year and are attended, by
invitation, by the Executive Directors.
The Audit Committee is responsible for reviewing a
wide range of financial matters including the
annual and half year results, financial statements
and accompanying reports before their submission
to the Board and monitoring the controls which
ensure the integrity of the financial information
reported to the shareholders. Audit Committee
Terms of Reference are provided on the
Company’s website.
16
Proteome Sciences plc
For the year ended 31 December 2024
CORPORATE GOVERNANCE
Remuneration Committee
The Committee is responsible for making
recommendations to the Board, within agreed
terms of reference, on the Company’s framework
of
executive
remuneration
and
its
cost.
The Remuneration Committee determines the
contract terms, remuneration and other benefits for
the Executive Directors, including performance
related bonus schemes, compensation payments
and option schemes. The Board itself determines
the remuneration of the Non-Executive Directors.
Remuneration Committee Terms of Reference are
provided on the Company’s website.
Nominations Committee and internal audit
The Directors consider that the Company is not
currently of a size to warrant the need for a separate
Nominations Committee or internal audit function,
although the Board has put in place internal
financial control procedures as summarised below.
Internal financial control
The Board is responsible for establishing and
maintaining the Group’s system of internal financial
controls. Internal financial control systems are
designed to meet the particular needs of the Group
and the risk to which it is exposed, and by their very
nature can provide reasonable, but not absolute,
assurance against material misstatement or loss.
The Directors are conscious of the need to keep
effective internal financial control, particularly in
view of the cash resources of the Group.
The Directors have reviewed the effectiveness of
the procedures presently in place and consider
that they remain appropriate to the nature and
scale of the operations of the Company.
10. Communicate how the Company is governed
and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
Shareholders are regularly advised of any
significant developments in the Company through
announcements via the Regulated News Service
and are encouraged to participate in the Annual
General Meeting and any other General Meetings
that may take place throughout the year.
Copies of the annual returns, general meeting
notices and announcements made to the London
Stock Exchange are published on the Company’s
website.
Risk management
The Board has ultimate responsibility of the
Group’s risk management controls. The risk and
control management system framework includes:
•
close management of the day-to-day activities
of the Group by the Executive Directors and the
Senior Leadership Team;
•
a comprehensive annual budgeting process,
which is approved by the Board;
•
detailed monthly reporting of performance
against budget; and
•
central control over key areas such as capital
expenditure authorisation and banking facilities.
Internal controls
The Board has overall responsibility for ensuring that
the Group maintains a system of internal control, to
provide its members with reasonable assurance
regarding the reliability of financial information used
within the business and for publication and that assets
are safeguarded. There are inherent limitations in any
system of internal control and accordingly even the
most effective system can provide only reasonable,
and not absolute, assurance with respect to the
preparation of accurate financial information and the
safeguarding of assets.
The key features of the internal control system that
operated throughout the year are described under
the following headings:
•
Control environment: particularly the definition
of
the
organisation
structure
and
the
appropriate delegation of responsibility to
operational management.
Identification and evaluation of business risks and
control objectives
Main control procedures: which include the setting
of annual and longer-term budgets and the
monthly reporting of performance against them,
agreed treasury management and physical
security procedures, formal capital expenditure
and investment appraisal approval procedures and
the definition of authorisation limits (both financial
and otherwise).
•
Monitoring: particularly through the regular
review of performance against budgets and the
progress of research activities undertaken by
the Board.
Proteome Sciences plc
17
For the year ended 31 December 2024
CORPORATE GOVERNANCE
Business Review
Governance
Financial Statements
AGM Information
The Board reviews the operation and effectiveness of this framework on a regular basis. The directors
consider that there have been no weaknesses in internal controls that have resulted in any losses,
contingencies or uncertainties requiring disclosures in the financial statements.
Board operation
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and
corporate actions. The Board held eight scheduled meetings during the financial year. The Board has
established two Committees; the Audit Committee and Remuneration Committee each having written
terms of reference. The Board consider that the Company is not currently of a size to warrant the need
for a separate Nominations Committee or internal audit function. Reports by the Chairpersons of the two
Committees are reported separately on pages 19 for the Audit Committee and 20 for the Remuneration
Committee.
Board effectiveness
The Board and Committee meetings are scheduled in advance for each calendar year. Additional
meetings are arranged as necessary. Board and Committee meetings and attendance during the year
ended 31 December 2024 were as follows:
Board
Audit
Remuneration
Director
Meeting
Committee
Committee
C.D.J. Pearce
7/7
2/2
–
R. McDowell
7/7
2/2
3/3
M. Diggle
5/7
2/2
–
Dr U. Ney
7/7
2/2
3/3
Dr M. Söhngen
7/7
2/2
–
Dr I. Pike
7/7
2/2
–
R. Dennis
7/7
2/2
–
A. Omari
7/7
2/2
–
The Executive Directors were all employed by the Company. The Non-Executive Directors have
commitments outside the Company. These are summarised in the Board biographies on page 12. All the
Non-Executive Directors give sufficient time to fulfil their responsibilities to the Company.
The Annual General Meeting (AGM)
The Annual General Meeting of the Group will take place on 16 May 2025. Full details are included in
the Notice of Meeting on page 78 and will be published on our website (www.proteomics.com).
The Board also strongly encourages all shareholders to vote on the AGM resolutions by following the
instructions set out in the Notice of Meeting Notes, please note that no Proxy Form accompanies this
document this year.
Christopher Pearce
Executive Chairman
9 April 2025
18
Proteome Sciences plc
For the year ended 31 December 2024
CORPORATE GOVERNANCE
Proteome Sciences plc
19
Business Review
Governance
Financial Statements
AGM Information
Business Review
Governance
I am pleased to present the report on behalf of the
Audit Committee.
The Committee is responsible for monitoring the
quality of internal controls and for ensuring that the
financial performance of the Group is properly
reviewed and reported. The Board considers that
the Company is not currently of the size to warrant
the need for an internal audit function although the
Board has put in place internal financial
procedures to ensure close internal controls.
Committee Composition
The members of the Audit Committee are myself,
Roger McDowell, as Chair and Ursula Ney. We are
both independent Non-Executive Directors. The
Board is of the view that we have recent and
relevant experience. Meetings are held at least
twice a year. The Executive Chairman, the Finance
Director and the Group’s auditors attend by
invitation. I report to the Board following an Audit
Committee meeting and minutes are available to
the Board.
Committee Duties
The main duties of the Committee are set out in its
terms of reference, which are available on the
Company’s website. In this period the main items
of business included:
•
reviewing and recommending to the Board in
relation to the appointment and removal of the
external auditor;
•
recommending
the
external
auditor’s
remuneration and terms of engagement;
•
reviewing the independence of the external
auditors, objectivity and the effectiveness of the
audit process, taking into account relevant
professional and regulatory requirements;
•
reviewing and monitoring the extent of the
non-audit work undertaken by the Group’s
external auditor;
•
reviewing a wide range of financial matters
including the annual and half year results,
financial
statements
and
accompanying
reports;
•
monitoring the controls which ensure the
integrity of the financial information reported to
the shareholders.
Financial reporting
The Committee reviews reports provided by the
external auditor on the annual results which
highlight any observation from the work they have
undertaken.
The Group does not expect any other standards
issued by the IASB, but not yet effective, to have a
material impact on the Group.
External Auditor
Cooper Parry Group Ltd was re-appointed as the
Group’s auditor at the Annual General Meeting held
on the 16 May 2024.
The Committee considers that its relationship with
the auditor is working well and is satisfied with their
effectiveness. The Committee is responsible for
ensuring there is a suitable policy for ensuring that
non-audit work undertaken by the auditor is
reviewed to ensure it will not impact their
independence and objectivity. The breakdown of
fees is provided in note 8 on page 50 of the
Group’s financial statements.
As necessary the Committee held private meetings
with the auditor to review key items in its
responsibilities. Taking into account the auditor’s
knowledge of the Group and experience, the
Committee has recommended to the Board that the
auditor is re-appointed for the year ending
31 December 2025.
Roger McDowell
Chair of the Audit Committee
9 April 2025
For the year ended 31 December 2024
AUDIT COMMITTEE REPORT
20
Proteome Sciences plc
I am pleased to present the report on behalf of the Remuneration Committee.
The Committee is responsible for setting the remuneration policy of the Executive Directors and other
senior staff, including terms of employment, salaries, any performance bonuses and share option awards.
Committee Composition
The members of the Remuneration Committee are myself Ursula Ney as Chair and Roger McDowell. We
are both independent Non-Executive Directors.
Committee Duties
The Company has established a formal and transparent procedure for developing policy on executive
remuneration and for fixing the remuneration packages of individual Directors. No Director is involved in
deciding their own remuneration.
Remuneration policy
The key principles of the Remuneration Policy include:
•
the need to attract, retain and motivate executives who have the capability to ensure the Company
achieve its strategic objectives;
•
the need to ensure that short term benefits and long-term incentive plans are aligned with the interests
of shareholders;
•
the need to take into account the competitive landscape in the UK and German biotechnology/service
industry and current best practice in setting appropriate levels of compensation.
•
the Committee to meet at least once per year.
Director’s Remuneration
The following table summarises the total gross remuneration for the qualifying services of the directors
who served during the year to 31 December 2024.
Directors’ remuneration and transactions
The directors’ emoluments in the year ended 31 December 2024 were:
National
Basic Insurance
Benefits
Pension
salary Bonus Contributions
in kind
Costs
Total
Total
2024 2024 2024
2024
2024
2024
2023
£’000 £’000 £’000
£’000
£’000
£’000
£’000
Executive Directors
Dr M. Söhngen 240 – 6
–
7
253
261
Dr I. Pike 199 – 26
4
20
249
245
R. Dennis 160 – 21
–
16
197
207
A. Omari 191 – 8
–
7
206
212
Non-Executive Directors
C.D.J. Pearce 50 – 6
5
–
61
62
R. McDowell 32 – 3
–
–
35
35
M. Diggle – – –
–
–
–
–
Dr U. Ney 30 – 3
–
–
33
33
902 – 73
9
50
1,034
1,055
REMUNERATION COMMITTEE REPORT
For the year ended 31 December 2024
Proteome Sciences plc
21
Business Review
Governance
Financial Statements
AGM Information
Business Review
Governance
Directors and their interests
The Directors who served during the year are as shown below:
Dr M. Söhngen – resigned 31 January 2025
Chief Executive Officer
Dr I.H. Pike
Chief Scientific Officer
R. Dennis
Chief Commercial Officer
A. Omari – resigned 31 January 2025
Chief Financial Officer
C.D.J. Pearce – Executive Chairman from 1 February 2025
Non-Executive Chairman
R. McDowell
Non-Executive
M. Diggle
Non-Executive
Dr U. Ney
Non-Executive
In accordance with the Company's articles Dr Ian Pike and Martin Diggle will retire by rotation at the next
Annual General Meeting and, being eligible, offer themselves for re-election. The directors at
31 December 2024 and their interests in the share capital of the Company were as follows:
a) Beneficial interests in Ordinary Shares:
31 December 2024
Number of Ordinary
%
Name of Director Shares of 1p each
shareholding
Dr M. Söhngen –
–
Dr I.H. Pike 165,583
0.05
R. Dennis 625,000
0.21
A. Omari –
–
C.D.J. Pearce 36,915,059
12.53
R. McDowell 3,400,000
1.15
M. Diggle –
–
Dr U. Ney –
–
Note
For C.D.J Pearce, shares held at 31 December 2024 includes shares held by connected persons.
For R. Dennis and R. McDowell, shares held at 31 December 2024 are held in nominee accounts.
M. Diggle is a director and partner in Vulpes Investment Management and manages the Vulpes Life Sciences Fund which
is the registered holder of 22.97% of Proteome Sciences’ ordinary share capital.
b) Directors’ interests in the Long-Term Incentive Plan (“LTIP”):
The maximum number of shares to be allocated to the Directors under the 2011 and 2021 LTIP schemes,
in each case for an aggregate consideration of £1 are as follows:
Number at
Number at
31 December 2024
31 December 2023
(i) Dr M. Söhngen
(a)
9,000,000 (b)
9,000,000
(ii) Dr I.H. Pike
(a)
4,000,000 (b)
4,000,000
(iii) R. Dennis
(a)
4,000,000 (b)
4,000,000
(iv) A. Omari
(a)
4,000,000 (b)
4,000,000
REMUNERATION COMMITTEE REPORT
For the year ended 31 December 2024
22
Proteome Sciences plc
The options (a)(i) relate to an award made to Dr M. Söhngen on the 8 June 2021, options (a)(ii) and (iii)
were awarded to Dr I. H. Pike and R. Dennis on the 11 October 2022. Options (a)(iv) were awarded to
A. Omari on 1 December 2022. Options (b)(i), (ii), (iii) were awarded to Dr M. Söhngen, Dr I. H. Pike,
R. Dennis on the 8 June 2021.
Executive Directors’ service contracts
The Executive Directors signed service contracts on their appointment. These contracts are not of fixed
duration. Executive Directors’ contracts are terminable by either party giving three or six months’ written
notice respectively.
Non-Executive Directors
The Non-Executive Directors signed letters of appointment with the Group for the provision of
Non-Executive Directors’ services, which may be terminated by either party giving one month’s written
notice. The remuneration of the Non-Executive Directors is determined by the Board as a whole.
The Committee has met three times during the financial year to 31 December 2024.
Dr Ursula Ney
Chair of the Remuneration Committee
9 April 2025
REMUNERATION COMMITTEE REPORT
For the year ended 31 December 2024
Proteome Sciences plc
23
Business Review
Governance
Financial Statements
AGM Information
Business Review
Governance
The Directors present their annual report and
financial
statements
for
the
year
ended
31 December 2024. An indication of likely future
developments in the business is set out in the
Strategic Report.
Directors
The Directors who held office during the year and
up to the date of signature of the financial
statements were as follows:
Dr Mariola Söhngen (resigned 31 January 2025)
Dr Ian Pike
Richard Dennis
Abdelghani Omari (resigned 31 January 2025)
Christopher Pearce
Roger McDowell
Martin Diggle
Dr Ursula Ney
Directors’ responsibilities
The directors are responsible for preparing the
annual report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare
financial statements for each financial year. Under
that law the directors have elected to prepare the
Group and Company financial statements in
accordance with UK adopted international
accounting standards in conformity with the
requirements of the Companies Act 2006. Under
company law the directors must not approve the
financial statements unless they are satisfied that
they give a true and fair view of the state of affairs
of the group and company and of the profit or loss
of the Group and Company for that period. The
directors are also required to prepare financial
statements in accordance with the rules of the
London Stock Exchange for companies trading
securities on AIM.
In preparing these financial statements, the
directors are required to:
•
select suitable accounting policies and then
apply them consistently;
•
make judgements and accounting estimates
that are reasonable and prudent;
•
state whether they have been prepared in
accordance with UK adopted international
accounting standards in conformity with the
requirements of the Companies Act 2006,
subject to any material departures disclosed
and explained in the financial statements;
•
prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Group and the Company will
continue in business.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the company and enable them to ensure
that the financial statements comply with the
requirements of the Companies Act 2006. They are
also responsible for safeguarding the assets of the
company and hence for taking reasonable steps
for the prevention and detection of fraud and other
irregularities.
Website publication
The directors are responsible for ensuring the
annual report and the financial statements are
made available on a website. Financial statements
are published on the company's website in
accordance with legislation in the United Kingdom
governing the preparation and dissemination of
financial statements, which may vary from
legislation in other jurisdictions. The maintenance
and integrity of the company's website is the
responsibility of the directors. The directors'
responsibility also extends to the ongoing integrity
of the financial statements contained therein.
Financial instruments and liquidity risks
Information about the use of financial instruments by
the Company and its subsidiaries and the Group’s
financial risk management policies are given in note
24 of the financial statements (page 69).
a) As set out in note 18(b) (i) to (iii) in these
financial statements, C.D.J. Pearce has made a
loan facility available to the Company which can
be converted, at Mr. Pearce’s option, into
Ordinary Shares of the Company at the lower of
DIRECTORS’ REPORT
For the year ended 31 December 2024
24
Proteome Sciences plc
market price on the date of conversion or the average price over the lowest consecutive 10 day trading
period since 29 June 2006 (the date on which details of the original loan agreement were disclosed).
Interest accrues at 2.5% per annum above the UK sterling base rate of Barclays Bank plc.
b) On 20 December 2024 Proteome Sciences plc secured a loan facility of £0.50m from Vulpes Investment
Management, Testudo Fund. Interest accrues at 10% per annum and is repayable alongside the principal
loan. The Company had drawn down £0.25m at 31 December 2024.
c) The market price of the Ordinary Shares at 31 December 2024 was 3.40p and the range during the
year was 2.50p to 5.03p.
Substantial shareholdings
As at 9 April 2025, the Company had received notification of the following significant interests in the
ordinary share capital of the Company:
Number of
Percentage
Ordinary
of issued
Shares
Ordinary
Name of Holder
Share Capital
C.D.J. Pearce
36,915,059
12.51
Vulpes Life Science Fund
67,789,772
22.97
Going concern
The Group’s business activities, together with the factors likely to affect its future development,
performance and position are set out in the Executive Chairman’s Statement on page 2 and Strategic
Report on page 6. The financial position of the Group, its cash flows, liquidity position and borrowing
facilities are described in the notes to the financial statements, in particular in the consolidated cash flow
statement on page 38 and in notes 18(b) (Financial liabilities) and 24 (Financial instruments).
These financial statements have been prepared on the going concern basis which remains reliant on
the Group achieving an adequate level of sales in order to maintain sufficient working capital to support
its activities. The directors have reviewed the Company’s and the Group’s going concern position, taking
account of current business activities, budgeted performance and the factors likely to affect its future
development, as set out in the annual report, and including the Group’s objectives, policies and
processes for managing its working capital, its financial risk management objectives and its exposure to
credit and liquidity risks.
In particular, the directors have considered the potential challenges from the macro environment on
international business and the general inflationary pressure on costs, may have on the ability to achieve
adequate level of sales.
Group revenues for the year ended 31 December 2024 decreased by 3% to £4.89m (2023: £5.03m).
Proteomics services decreased 47% to £0.87m (2023: £1.63m). Sales and royalties attributable to TMT®
and TMTpro™ reagents increased 18% to £4.01m (2023: £3.40m). Total costs, excluding finance costs,
rose to £7.24m (2023: £6.65m) and resulted in an Operating Loss of £2.35m (2023: Operating Loss
£1.62m) and a loss after tax of £3.41m (2023: Loss after tax £2.44m). Adjusted EBITDA loss of £1.48m
(2023: loss of £0.92m). Cash reserves at the year-end decreased to £1.13m (2023: £2.03m).
The Group is also dependent on the loan facility provided by the Chairman of the Group, which under
the terms of the facility, is repayable on demand. The amount owed as of 31 December 2024, including
interest, was £12,631k (2023: £11,235k). Further details of this facility are set out in note 18(b) to the
financial statements.
DIRECTORS’ REPORT
For the year ended 31 December 2024
Proteome Sciences plc
25
Business Review
Governance
Financial Statements
AGM Information
Business Review
Governance
The directors have received a legally binding
written confirmation from the Chairman that he has
no intention of seeking its repayment, with the
facility continuing to be made available to the
Group, on the existing terms, for at least 12 months
from the date of approval of these financial
statements or until at least 30 April 2026.
On the 20 December 2024 Proteome Sciences plc
secured a loan facility of £0.50m from Vulpes
Investment Management, Testudo Fund. Interest
accrues at 10% per annum and is repayable
alongside the principal loan. The Company had
drawn down £0.25m at 31 December 2024. The
directors have received a legally binding written
confirmation from VIM that they will not seek
repayment for at least 12 months from the date of
approval of these financial statements or until at
least 30 April 2026.
Following a detailed review of forecasts, budgets
and sales order book, the directors have a
reasonable expectation the Group as a whole, has
adequate financial and other resources to continue
in operational existence for the period of at least
twelve months post approval of these financial
statements. For this reason, the Directors continue
to adopt the going concern basis in preparing the
Financial Statements.
Events after the balance sheet date
There have been no significant events which have
occurred subsequent to the reporting date.
Research and development
Details of the Group’s activities on research and
development during the year are set out in the
Executive Chairman’s Statement (page 2) and
Strategic Report (page 6).
Auditor
Each of the persons who are directors of the
Company at the date when this report was
approved confirms that:
•
so far as the director is aware, there is no
relevant audit information (as defined in the
Companies Act 2006) of which the Company’s
auditor is unaware; and
•
the director has taken all steps that he/she
ought to have taken as a director to make
himself/herself aware of any relevant audit
information (as defined in the Companies
Act 2006) and to establish that the Company’s
auditor is aware of that information.
This confirmation is given and should be
interpreted in accordance with the provisions of
section 418 of the Companies Act 2006.
The directors will place a resolution before the
Annual General Meeting to appoint Cooper Parry
Group Limited as auditor for the following year.
Liability insurance for Company officers
As permitted by section 233 of the Companies
Act 2006, the Company has purchased insurance
cover for the directors against liabilities that might
arise in relation to the Group.
By order of the Board
Coveham House
Downside Bridge Road
Cobham
Surrey
KT11 3EP
Victoria Birse
Company Secretary
9 April 2025
DIRECTORS’ REPORT
For the year ended 31 December 2024
Independent auditors’ report to the members of
Proteome Sciences plc
Opinion
We have audited the financial statements of
Proteome Sciences plc (the ‘Parent Company’) and
its subsidiaries (the ‘Group’) for the year ended
31
December
2024
which
comprise
the
consolidated income statement, the consolidated
statement
of
comprehensive
income,
the
consolidated and company balance sheets, the
consolidated and company statements of changes
in equity, the consolidated and company cash flow
statements and the related notes to the financial
statements, including a summary of significant
accounting policies.
The financial reporting framework that has been
applied in the preparation of the financial
statements is applicable law and UK adopted
international accounting standards.
In our opinion, 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;
•
have been properly prepared in accordance
with UK adopted international accounting
standards; and
•
have been prepared in accordance with the
requirements of the Companies Act 2006.
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.
Our approach to the audit
We adopted a risk-based audit approach. We
gained a detailed understanding of the group’s
business, the environment it operates in and the
risks it faces.
The key elements of our audit approach were as
follows:
In order to assess the risks identified, the
engagement team performed an evaluation of the
identified risks of the consolidated financial
statements and considered the risk of material
misstatement at the assertion level of the
consolidated financial statements to determine the
planned audit responses based on a measure of
materiality.
The group audit was scoped by obtaining an
understanding of the group and its environment,
including the group’s system of internal control,
and assessing the risks of material misstatement in
the financial statements. We also addressed the
risk of management override of internal controls,
including assessing whether there was evidence of
bias by the Directors that may have represented a
risk of material misstatement.
To this extent, the Group audit team performed full
scope audits for Proteome Sciences plc, and its
subsidiaries
Electrophoretics
Limited
and
Proteome Sciences R&D GmbH & Co. KG. These
represent 100% of total revenues, 78% of total
assets and 77% of loss before tax. The financial
information of the remaining components was
subject to analytical review procedures performed
by the Group audit team for Group reporting
purposes. Any material balances from the Group’s
position that were identified in the non-significant
components were subject to audit work by the
Group audit team. Component performance
materiality was calculated for each of the
components
where
audit
procedures
are
performed on financial information that is
disaggregated.
26
Proteome Sciences plc
INDEPENDENT AUDITOR’S REPORT
For the year ended 31 December 2024
Key audit matters
Key audit matters are those matters that, in our
professional judgment, 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) we identified, including 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
forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Revenue recognition
Matter
Biomarker service revenue is recognised based on
progress towards satisfaction of performance
obligations included in the contracts undertaken.
There is judgement involved in determining the
stage of completion, resulting in a greater risk of
error. The risk is specific to contracts which are
incomplete at the year end as changes to these
estimates could give rise to material variances in
the amount of revenue recognised at the year end.
Given the above, there is a risk that revenue is not
accounted for appropriately.
Response
Our procedures in response to the risk included:
•
Reviewed
accounting
policies
in
place
surrounding revenue and ensured that they
were applied consistently and appropriately;
•
For a sample of biomarker contracts we
obtained the 31 December 2024 project
summary, and performed the following for each
sample:
o
Obtained and reviewed the signed contract
to understand the performance obligations
therein;
o
Held detailed discussions to understand
the scope of work, the progress to date
and any challenges or variations which
have occurred;
o
Assessed the accounting estimates made
in respect of any variable consideration;
o
Reviewed
post
year
end
contract
performance and cash receipts in relation
to
that
contract
together
with
a
performance update from the prior year to
assess the accuracy of budgeting; and
o
Traced the figures per the year end
contract report into the relevant nominal
postings to ensure revenue is recognised
in line with these documents.
Our procedures did not identify any material
misstatements in the revenue recognised during
the period. We consider that the Group’s revenue
recognition policy is appropriate and that revenue
has been recognised in accordance with the
Group’s revenue policy.
Going concern
Matter
The Group and Parent Company are reliant on the
continued availability of loans from related parties.
Response
Our procedures in response to the risk included:
•
Obtained
the
assessment
made
by
management and the Directors regarding the
Group’s ability to continue as a going concern;
•
Reviewed the assumptions used in their
assessment
and
sensitising
any
key
assumptions used;
•
Reviewed the prior year budgets compared to
actuals for the year ended 31 December 2024
to gain assurance over forecasting accuracy;
•
Discussed with management any additional
factors or other issues which could impact the
Group’s ability to continue as a going concern;
•
Reviewed the actual results achieved post year
end compared to the budget to consider the
reasonableness of the budgeting process; and
•
Obtained a signed letter of comfort for the
related party loans.
Proteome Sciences plc
27
INDEPENDENT AUDITOR’S REPORT
For the year ended 31 December 2024
Business Review
Governance
AGM Information
Financial Statements
28
Proteome Sciences plc
Valuation/impairment of goodwill and investments
Matter
The Group has significant goodwill held on the
consolidated balance sheet, and the parent
company also has a significant investment in
subsidiaries on the balance sheet. These are
material areas involving significant levels of
judgement and estimation.
Response
Our procedures in response to the risk included:
•
Obtained and reviewed the impairment review
prepared by management in relation to the
goodwill and investment values;
•
Assessed the key assumptions used in those
impairment review calculations, being:
o
Identification of CGUs and the trade
relating to them
o
Discount rate applied
o
Growth
assumptions
within
trading
forecasts
•
Performed sensitivity analysis over the key
assumptions listed above and reviewed
available headroom and/or indications of
impairment arising from the use of different
assumptions;
•
Reviewed the market capitalisation of the group
and considered this against the net assets of
the group to review for indicators of
impairment; and
•
Reviewed the completeness and consistency
of disclosures in relation to intangible assets
within the annual report.
Our procedures did not identify any material
misstatements in the year.
Our application of materiality
We apply the concept of materiality in planning and
performing our audit, in determining the nature,
timing and extent of our audit procedures, in
evaluating
the
effect
of
any
identified
misstatements, and in forming our audit opinion.
The materiality for the Group financial statements
as a whole was set at £73,000. This has been
determined with reference to the benchmark of the
Group’s revenue which we consider to be an
appropriate measure for a group of companies
such as these. Materiality represents 1.5% of
Group revenue. Performance materiality has been
set at 75% of Group materiality.
The materiality for the Parent Company financial
statements as a whole was set at £65,700. This has
been determined with reference to the benchmark
of the parent company’s net assets which we
consider to be an appropriate measure for a parent
company such as this. Materiality has been capped
at 90% of Group materiality. Performance materiality
has been set at 75% of Parent Company materiality.
We agreed to report to the Audit Committee any
corrected or uncorrected identified misstatements
exceeding £3,650, in addition to other identified
misstatements that warranted reporting on
qualitative grounds.
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
entity’s ability to continue to adopt the going
concern basis of accounting included:
•
Reviewing management’s cash flow forecasts
for a period of at least 12 months from the date
of approval of these financial statements;
•
Challenging management on key assumptions
included in their forecast scenarios;
•
Considering the potential impact of various
scenarios on the forecasts;
•
Reviewing results post year end to the date of
approval of these financial statements and
assessing them against original budgets; and
•
Reviewing management’s disclosures in the
financial statements.
INDEPENDENT AUDITOR’S REPORT
For the year ended 31 December 2024
Proteome Sciences plc
29
Based on the work we have performed, we have not
identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the Group's ability to
continue as a going concern for a period of at least
twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are
described in the relevant sections of this report.
Other information
The other information comprises the information
included in the annual report, other than the financial
statements and our auditor’s report thereon. The
Directors are responsible for the other information
included in the annual report. Our opinion on the
financial statements does not cover the other
information and, except to the extent otherwise
explicitly stated in our report, we do not express any
form of assurance conclusion thereon. Our
responsibility is to read the other information and, in
doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the
audit, or otherwise appears to be materially
misstated.
If
we
identify
such
material
inconsistencies or apparent material misstatements,
we are required to determine whether there is a
material misstatement in the financial statements or
a material misstatement of the other information. If,
based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
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 period for
which the financial statements are prepared is
consistent with the financial statements; and
•
the strategic report and the directors’ report
have been prepared in accordance with
applicable legal requirements.
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 their
environment obtained in the course of the audit, we
have not identified material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to you if,
in our opinion:
•
adequate accounting records have not been
kept, or returns adequate for our audit have not
been received from branches not visited by us;
or
•
the 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 23, 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’s and the 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.
INDEPENDENT AUDITOR’S REPORT
For the year ended 31 December 2024
Business Review
Governance
AGM Information
Financial Statements
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.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to
which our procedures are capable of detecting
irregularities, including fraud, is detailed below:
Our assessment focused on key laws and
regulations the Group and Parent Company have
to comply with and areas of the financial
statements
we
assessed
as
being
more
susceptible to misstatement. These key laws and
regulations included but were not limited to
compliance with the Companies Act 2006,
UK adopted international accounting standards,
and relevant tax legislation.
We are not responsible for preventing irregularities.
Our approach to detecting irregularities included,
but was not limited to, the following:
•
planning and performing the Group audit to
obtain sufficient appropriate audit evidence
regarding the financial information of the
entities or business units within the Group as a
basis for forming an opinion on the Group
financial statements. We are responsible for the
direction, supervision and review of the audit
work performed for the purposes of the Group
audit. We remain solely responsible for our
audit opinion;
•
obtaining an understanding of the legal and
regulatory framework applicable to the Group
and how the Group is complying with that
framework;
•
obtaining an understanding of the Group’s
policies and procedures and how the Group
has complied with these, through discussions;
•
obtaining an understanding of the Group’s risk
assessment process, including the risk of
fraud;
•
designing our audit procedures to respond to
our risk assessment; and
•
performing audit testing over the risk of
management override of controls, including
testing of journal entries and other adjustments
for appropriateness, evaluating the business
rationale of significant transactions outside the
normal course of business and reviewing
accounting estimates for bias.
Whilst considering how our audit work addressed
the detection of irregularities, we also consider the
likelihood of detection based on our approach.
Irregularities arising from fraud are inherently more
difficult to detect than those arising from error.
Because of the inherent limitations of an audit,
there is a risk that we will not detect all irregularities,
including those leading to a material misstatement
in the financial statements or non-compliance with
regulation. This risk increases the more that
compliance with law or regulation is removed from
the events and transactions reflected in the
financial statements, as we will be less likely to
become aware of non-compliance. The risk is also
greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial
Reporting
Council’s
website
at:
www.frc.org.uk/auditorsresponsibilities.
This
description forms part of our auditor’s report.
30
Proteome Sciences plc
INDEPENDENT AUDITOR’S REPORT
For the year ended 31 December 2024
Proteome Sciences plc
31
Use of our report
This report is made solely to the Parent 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 Parent 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
Parent Company and the Parent Company’s
members as a body, for our audit work, for this
report, or for the opinions we have formed.
Justine Hughes (Senior Statutory Auditor)
For and on behalf of
Cooper Parry Group Limited
Statutory Auditor
Sky View
Argosy Road
East Midlands Airport
Castle Donington
Derby
DE74 2SA
Date: 9 April 2025
INDEPENDENT AUDITOR’S REPORT
For the year ended 31 December 2024
Business Review
Governance
AGM Information
Financial Statements
32
Proteome Sciences plc
for the year ended 31 December 2024
The accompanying notes 1 to 28 are an integral part of the financial statements.
CONSOLIDATED INCOME STATEMENT
2024
2023
Notes
£’000
£’000
Revenue
Licences, sales and services
5, 6
4,887
5,028
Revenue - total
4,887
5,028
Cost of sales
(4,217)
(3,381)
Gross profit
670
1,647
Administrative expenses
(3,023)
(3,268)
Operating Loss
8
(2,353)
(1,621)
Finance costs
7
(895)
(797)
Loss before taxation
(3,247)
(2,418)
Tax charge
11
(158)
(25)
Loss for the year
(3,406)
(2,443)
Loss per share
Basic
12
(1.15p)
(0.83p)
Diluted
(1.15p)
(0.83p)
Proteome Sciences plc
33
Business Review
Governance
AGM Information
Financial Statements
The accompanying notes 1 to 28 are an integral part of the financial statements.
for the year ended 31 December 2024
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
2024
2023
£’000
£’000
Loss for the year
(3,406)
(2,443)
Other comprehensive income for the year
Items that will or may be reclassified to profit or loss:
Exchange differences on translation of foreign operations
(82)
(41)
Re-measurements of Defined Benefit Pension Schemes (see note 19)
(2)
43
Loss and total comprehensive income for the year
(3,490)
(2,441)
Attributable to owners of parent
(3,490)
(2,441)
34
Proteome Sciences plc
CONSOLIDATED BALANCE SHEET
2024
2023
Notes
£’000
£’000
Non-current assets
Goodwill
13
4,218
4,218
Property, plant and equipment
14
609
551
Right-of-use asset
14
1,790
2,525
6,617
7,294
Current assets
Inventories
16
732
837
Trade and other receivables
17(a)
433
955
Contract assets
5
296
345
Cash and cash equivalents
17(b)
1,128
2,027
2,590
4,164
Total assets
9,207
11,458
Current liabilities
Trade and other payables
18(a)
(780)
(629)
Contract liabilities
5
–
(1)
Borrowings
18(b)
(12,631)
(11,235)
Lease liabilities
26
(602)
(609)
(14,012)
(12,474)
Net current liabilities
(11,422)
(8,310)
Non-current liabilities
Borrowings
18(c)
(250)
–
Lease liabilities
26
(1,039)
(1,631)
Pension provisions
19
(422)
(419)
Total non-current liabilities
(1,711)
(2,050)
Total liabilities
(15,724)
(14,524)
Net liabilities
(6,516)
(3,066)
Equity
Share capital
20
2,952
2,952
Share premium
22
51,466
51,466
Share-based payment reserve
22
4,753
4,713
Merger reserve
22
10,755
10,755
Translation and other reserve
22
(93)
(10)
Retained loss
(76,349)
(72,942)
Total deficit
(6,516)
(3,066)
The financial statements of Proteome Sciences plc, registered number 02879724, were approved by the
board of directors and authorised for issue on 9 April 2025. They were signed on its behalf by:
C. Pearce
Director
Dr I. Pike
Director
9 April 2025
as at 31 December 2024
The accompanying notes 1 to 28 are an integral part of the financial statements.
Proteome Sciences plc
35
Business Review
Governance
AGM Information
Financial Statements
COMPANY BALANCE SHEET
2024
2023
Notes
£’000
£’000
Non-current assets
Investment in subsidiaries
15
8,588
8,611
8,588
8,611
Current assets
Cash and cash equivalents
17(b)
776
90
776
90
Total assets
9,364
8,701
Current liabilities
Payables owed to other group entity
18(a)
(300)
(350)
Borrowings
18(b)
(2,538)
(1,887)
Total current liabilities
(2,838)
(2,237)
Long term liabilities
Borrowings
18(b)
(250)
–
Total liabilities
(3,088)
(2,237)
Net current liabilities
18(c)
(2,062)
(2,147)
Net assets
6,276
6,464
Equity
Share capital
20
2,952
2,952
Share premium account
51,466
51,466
Share-based payment reserve
4,754
4,713
Retained loss
(52,896)
(52,667)
Total equity
6,276
6,464
The Company generated a loss for the year ended 31 December 2024 of £0.23m (2023: loss £0.22m).
The financial statements of Proteome Sciences plc, registered number 02879724, were approved by
the board of directors and authorised for issue on 9 April 2025. They were signed on its behalf by:
C. Pearce
Director
Dr I. Pike
Director
9 April 2025
as at 31 December 2024
The accompanying notes 1 to 28 are an integral part of the financial statements.
36
Proteome Sciences plc
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Equity
Share- attributable
Share based to owner
Share premium payment Translation Merger Retained of the
Total
capital account reserve reserve reserve loss parent
deficit
£’000 £’000 £’000 £’000 £’000 £’000 £’000
£’000
At 1 January 2024 2,952 51,466 4,713 (10) 10,755 (72,942) (3,066) (3,066)
Loss for the year – – – – – (3,406) (3,406) (3,406)
Exchange differences
on translation of foreign
operations – – – (82) – – (82)
(82)
Re-measurements of
Defined Benefit Pension
Schemes – – – – – (2) (2)
(2)
Loss and total
comprehensive income
for the year – – (82) – (3,408) (3,490) (3,490)
Credit to equity for
share-based payment – – 40 – – – 40
40
At 31 December 2024 2,952 51,466 4,753 (93) 10,755 (76,349) (6,516) (6,516)
At 1 January 2023 2,952 51,466 4,495 31 10,755 (70,542) (843)
(843)
Loss for the year – – – – – (2,443) (2,443) (2,443)
Exchange differences
on translation of
foreign operations – – – (41) – – (41)
(41)
Re-measurements of
Defined Benefit
Pension Schemes – – – – – 43 43
43
Loss and total
comprehensive
income for the year – – – (41) – (2,400) (2,441) (2,441)
Credit to equity for
share-based payment – – 218 – – – 218
218
At 31 December 2023 2,952 51,466 4,713 (10) 10,755 (72,942) (3,066) (3,066)
The accompanying notes 1 to 28 are an integral part of the financial statements.
for the year ended 31 December 2024
Proteome Sciences plc
37
Business Review
Governance
AGM Information
Financial Statements
COMPANY STATEMENT OF CHANGES IN EQUITY
Share-
Share
based
Share
premium
payment
Retained
Total
capital
account
reserve
loss
equity
£’000
£’000
£’000
£’000
£’000
At 1 January 2023
2,952
51,466
4,495
(52,444)
6,469
Loss and total comprehensive
income for the year
–
–
–
(223)
(223)
Credit to equity for
share-based payment
–
–
218
–
218
At 31 December 2023
2,952
51,466
4,713
(52,667)
6,464
At 1 January 2024
2,952
51,466
4,713
(52,667)
6,464
Loss and total comprehensive
income for the year
–
–
–
(228)
(228)
Credit to equity
for share-based payment
–
–
40
–
40
At 31 December 2024
2,952
51,466
4,753
(52,895)
6,276
The accompanying notes 1 to 28 are an integral part of the financial statements.
for the year ended 31 December 2024
38
Proteome Sciences plc
CONSOLIDATED AND COMPANY
CASH FLOW STATEMENTS
Group
Group
Company Company
2024
2023
2024
2023
Note
£’000
£’000
£’000
£’000
(Loss) after tax
(3,406)
(2,443)
(227)
(224)
Adjustments for:
Finance costs
7&18(c)
895
797
151
152
Depreciation of property, plant and
equipment
14
150
123
–
–
Right-of-use asset depreciation
26
687
361
–
–
Tax charge
158
25
–
–
Share-based payment expense
21
40
218
–
–
Operating cash flows before movements in
Working capital
(1,476)
(919)
(76)
(72)
Decrease in inventories
105
63
–
–
Decrease in receivables
569
704
–
–
Decrease/(increase) in payables
150
(298)
(50)
(251)
Increase/(decrease) in provisions
4
(15)
–
–
Foreign exchange
76
9
–
–
Cash (used in) operations
(572)
(456)
(126)
(323)
Tax (paid)
(254)
(25)
–
–
Net (o3tflow) from operating activities
(826)
(481)
(126)
(323)
Cash flows from investing activities
Lease upfront payments
26
–
(187)
–
–
Purchases of property, plant and equipment
14
(224)
(237)
–
–
Loans advanced to subsidiary undertakings
–
–
62
870
Net cash (outflow)/inflow from investing activities
(224)
(424)
62
870
Financing activities
Lease payments
18(c)
(599)
(238)
–
–
Issue of new loans
750
–
750
–
Repayment of loan
–
(824)
–
(824)
Net cash in/(out) from financing activities
151
(1,062)
750
(824)
Net (decrease) in cash and cash equivalents
(899)
(1,967)
686
(277)
Cash and cash equivalents at beginning of year
2,027
3,994
90
367
Effect of foreign exchange rate changes
–
–
–
–
Cash and cash equivalents
at end of year
17(b)
1,128
2,027
776
90
as at 31 December 2024
The accompanying notes 1 to 28 are an integral part of the financial statements.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
1
GENERAL INFORMATION
Proteome Sciences plc is a company incorporated in the United Kingdom. These financial statements
are the consolidated financial statements of Proteome Sciences plc and its subsidiaries (“the Group”)
and the Company financial statements for Proteome Sciences plc (“the Company”). The financial
statements are presented in pounds sterling because that is the currency of the primary economic
environment in which the Group operates.
2
CHANGES IN ACCOUNTING POLICIES
Adoption of new and revised standards
Proteome Sciences plc has applied the same accounting policies and methods of computation in its
financial statements as in its 2023 annual financial statements. No new and revised standards were
adopted for the period commencing 1 January 2024. The IASB has issued amendments to IAS 1
Presentation of Financial Statements and IFRS 16 Leases. The amendments to IAS 1 clarified how
an entity classifies debt and other financial liabilities as current or non-current in particular
circumstances. The amendment to IFRS 16 Leases specifies requirements for seller-lessees to
measure the lease liability in a sale and leaseback transaction. Both amendments are effective for
annual reporting periods beginning on or after 1 January 2024, with earlier application permitted.
3
SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
These financial statements have been prepared in accordance with UK adopted international
accounting standards and in conformity with the requirements of the Companies Act 2006. The
financial statements have been prepared under the historical cost convention, except financial
instruments and share-based payments, which are prepared in accordance with IFRS 9 and IFRS 2
respectively.
Going concern
The Group’s business activities, together with the factors likely to affect its future development,
performance and position are set out in the Executive Chairman’s Statement on page 2 and Strategic
Report on page 6. The financial position of the Group, its cash flows, liquidity position and borrowing
facilities are described in the notes to the financial statements, in particular in the consolidated cash
flow statement on page 38 and in notes 18(b) (Financial liabilities) and 24 (Financial instruments).
Notwithstanding net liabilities of £6,516k these financial statements have been prepared on the going
concern basis which remains reliant on the Group achieving an adequate level of sales in order to
maintain sufficient working capital to support its activities. The directors have reviewed the Company’s
and the Group’s going concern position, taking account of current business activities, budgeted
performance and the factors likely to affect its future development, as set out in the Annual report,
and including the Group’s objectives, policies and processes for managing its working capital, its
financial risk management objectives and its exposure to credit and liquidity risks.
In particular, the directors have considered the challenges on international business, and the general
inflationary pressure on costs. The Company observed increased demand for TMT® but lower
demand for its services during the second half of 2024 but has seen first signs of a potential recovery
since the end of 2024.
Due to the continued backdrop from the macro environment on international business, and the
general inflationary pressure on costs, Group revenues for the year ended 31 December 2024
decreased by 3% to £4.89m (2023: £5.03m). Proteomic (biomarker) services decreased 47% to
£0.87m (2023: £1.63m). Sales and royalties attributable to TMT® and TMTpro™ reagents were £4.01m
(2023: £3.40m).
Proteome Sciences plc
39
Business Review
Governance
AGM Information
Financial Statements
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
3
SIGNIFICANT ACCOUNTING POLICIES continued
Total costs, excluding finance costs, rose to £7.24m (2023: £6.65m) and this resulted in an operating
loss of £2.35m (2023: operating loss of £1.62m) and a net loss of £3.41m (2023: a loss of £2.44m).
Cash reserves at the year end were at £1.13m (2023: £2.03m).
The Group is also dependent on the loan facility provided by the Chairman of the Group, which under
the terms of the facility, is repayable on demand. Further details of this facility are set out in note
18(b) to the financial statements.
The directors have received a legally binding written confirmation from the Chairman that he has no
intention of seeking its repayment, with the facility continuing to be made available to the Group, on
the existing terms, for at least 12 months from the date of approval of these financial statements or
until at least the 30 April 2026.
On the 20 December 2024 Proteome Sciences plc secured a loan facility of £0.50m from Vulpes
Investment Management, Testudo Fund. Interest accrues at 10% per annum and is repayable
alongside the principal loan. The Company had drawn down £0.25m at 31 December 2024. The
directors have received a legally binding written confirmation from VIM that they will not seek
repayment for at least 12 months from the date of approval of these financial statements or until at
least 30 April 2026.
Following a detailed review of forecasts, budgets, and sales order book, the directors have a
reasonable expectation the Group as a whole, has adequate financial and other resources to continue
in operational existence for the period of at least twelve months past approval of these financial
statements. For this reason, the directors continue to adopt the going concern basis in preparing the
Financial Statements.
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. The
Company controls an investee if, and only if the Company has the following:
•
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
•
Exposure of rights, to variable returns from its involvement with the investee; and
•
The ability to use its power over the investee to affect its returns.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated
income statement from the effective date of acquisition or up to the effective date of disposal, as
appropriate.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Goodwill
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any
accumulated impairment.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating
units expected to benefit from the synergies of the combination. Cash-generating units to which
goodwill has been allocated are tested for impairment annually or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is
less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying
40
Proteome Sciences plc
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the
basis of the carrying amount of each asset in the unit. Any impairment is recognised immediately in
the income statement and is not subsequently reversed.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents
amounts receivable for goods and services provided in the normal course of business, net of
discounts, VAT and other sales-related taxes.
The majority of the Group’s revenue is derived from selling TMT® products, end customer sales-based
royalties, which are paid on a quarterly retrospective basis, milestone payments for development
work and revenue milestone payments.
TMT® product sales
TMT® revenues are recognised at the point at which the customer obtains control of the asset. Control
of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits
from, the asset. In relation to TMT® product sales this occurs at the point that the significant risks and
rewards of ownership have been transferred to the customer, the Company retains neither continuing
managerial involvement to the degree usually associated with ownership nor effective control over
the goods sold, revenue can be reliably measured and it is probable that the economic benefits will
flow to the Company. The standard payment terms for TMT® product invoices are 45 days from receipt.
TMT® royalties
Royalty revenues are recognised on a quarterly basis at the end of each quarter retrospectively as
soon as the calculation of the royalty amount is available. Royalties are earned when other parties
generate sales that use the Group’s TMT® IP. This variable revenue is subject to the sales/usage
restriction in IFRS 15 and, as such, it is only recognised when that underlying sale of the third-party
product is made. The price is a fixed percentage of the underlying sale and payment is due on a
quarterly basis, based on the sales made in that quarter. Royalty payments are received the month
following the quarter end.
TMT® revenue milestones
Milestone revenues are due on cumulative sales-related revenues. The milestone revenue is
recognised at a point in time when the revenue milestone has been achieved. This is because the
milestone revenue is deemed variable consideration and is constrained due to factors outside the
Company’s influence. There is uncertainty as regards the variable consideration amount.
Biomarker services
Proteomics (biomarker) services revenue is recognised typically on an over time basis. Performance
obligations are described for larger service orders in the form of work packages, which identify
individual deliverable services, and each represent a value on its own to the customer. The nature of
the Group’s work is that our biomarker contracts create an asset with no alternative use and contracts
are worded in such a way that the Group has an enforceable right to be paid for the performance
completed to date including an appropriate profit margin. Revenue is recognised over time as the
biomarker services are performed. On partially complete biomarker projects, the Group recognises
revenue based on stage of completion of the project which is estimated by reviewing the individual
deliverable services stipulated in the work package. The stage of completion is estimated based on
costs to date over total expected costs. This is considered a faithful depiction of the transfer of
services as the contracts are initially priced on the basis of individual work packages and therefore
represent the amount to which the Group would be entitled based on its performance to date.
Proteome Sciences plc
41
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Governance
AGM Information
Financial Statements
3
SIGNIFICANT ACCOUNTING POLICIES continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
42
Proteome Sciences plc
Determining the transaction prices and allocation of amounts to performance obligations
Most of the Group’s revenue is derived from fixed price contracts and therefore the amount of revenue
to be earned from each contract is determined by reference to those fixed prices. For TMT® products
sold there is a fixed unit price, which is applied. For the royalties a percentage charge per product
unit sold is fixed and used as the transaction price. Transactions prices for biomarker services and
grant services are determined on the basis of contractual agreements within the purchase order /
contract with fixed prices stipulated in advance.
For biomarker services revenues the Company does not use any discount or bonus schemes.
Revenue is allocated at the transaction price specified in the contract for the individual work orders
representing a distinct performance obligation.
The Group does not operate a returns or refunds policy due to the bespoke nature of its products
and services.
Research grants
In the event that research grant income is received following the Group reporting the number of
working hours carried out on a research project at the allowable rate. Where retention of a grant is
dependent on the Group satisfying certain criteria, it is initially recognised as deferred income. When
the criteria for retention have been satisfied, the deferred income balance is released to the
consolidated income statement.
Leasing
All leases are accounted for by recognising a right-of-use asset and a lease liability except for the
UK office.
The rental for the UK office amounted in 2024 to £9k and is not considered a lease under IFRS 16.
In the case of the Group there are four leases recognised under IFRS 16 as of 31 December 2024,
one for the Frankfurt operations of the Group, which commenced in August 2019 and ends on
31 December 2026. Its asset class is land and building as a rental lease.
The second lease is for equipment and commenced on 1 November 2021 and has a term until
November 2025. Its asset class is machinery and equipment. It does not contain variable elements
or break clauses. Similarly, there are no special restoration clauses attached, there are no restrictions
or covenants in place and it does not include an option for a sale and lease back transaction.
The third lease is for the Group’s US operations and commenced in August 2023 and has a term
until July 2027, with an early termination option after 2 years.
The fourth lease is for equipment for the US operations and commenced in October 2023 with a term
until December 2028.
Information of the right of use assets and their amortisation are disclosed in note 14. Information of
future lease payments can be found in notes 23 and 26 and information about financial commitments
and their timing can be found in note 24.
Details of the Group’s leases existing at the balance sheet date can be found in note 26.
3
SIGNIFICANT ACCOUNTING POLICIES continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
43
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Financial Statements
3
SIGNIFICANT ACCOUNTING POLICIES continued
Foreign Currencies
The individual financial statements of each Group company are prepared in the currency of their
primary economic environment in which they operate, their functional currency. For the purpose of
the consolidated financial statements, the results and financial position of each Group company are
expressed in pounds sterling.
In preparing the financial statements of the individual companies, transactions in currencies other
than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange
prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities
that are denominated in foreign currencies are retranslated at the rates prevailing on the balance
sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency
are not retranslated.
Exchange differences arising on the settlement of monetary items, are included in profit or loss for
the period except for differences arising on the retranslation of non-monetary items in respect of
which gains, and losses are recognised directly in equity.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the
Group’s foreign operations are translated at exchange rates prevailing on the balance sheet date.
Income and expense items are translated at the average exchange rates for the period, unless
exchange rates fluctuate significantly during that period, in which case the exchange rates at the
date of transactions are used. Exchange differences arising, if any, are classified as equity and
transferred to the Group’s translation reserve. Such translation differences are recognised as income
or as expenses in the period in which the operation is disposed of.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall
due. Payments made to state-managed retirement benefit schemes are dealt with as payments to
defined contribution schemes where the Group’s obligations under the schemes are equivalent to
those arising in a defined contribution retirement benefit scheme.
As a result of the acquisition of Proteome Sciences R&D Verwaltungs GmbH and Proteome Sciences
R&D GmbH & Co KG during financial year 2002, the Group makes contributions in Germany to a
funded defined contribution plan and to a funded defined benefit plan. These plans are operated in
their entirety by the Pensionskasse der Mitarbeiter der Hoechst-Gruppe VVaG (Hoechst Group), an
independent German mutual insurance company which is required to comply with German insurance
company regulations.
The schemes’ assets are held in multi-employer funds, and the other employers who contribute to
the schemes are not members of the Group. The Group has not been able to identify its share of the
underlying assets and liabilities of the defined benefit scheme and accordingly it has also been
accounted for as a defined contribution scheme. The Group’s contributions to the schemes are
included within the amount charged to the income statement in respect of pension contributions.
Funding contributions paid by the Group are based on annual contributions determined by Hoechst
Group, the administrator for the pension plans. The Group does not have any information about any
deficit or surplus in the defined benefit plan that may affect the amount of future contributions,
including the basis used to determine that deficit or surplus and the implications, if any for the entity.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
3
SIGNIFICANT ACCOUNTING POLICIES continued
The Group also has a direct pension obligation (defined benefit obligation) for its German subsidiary
for which it provides in full at the balance sheet date. This scheme has no separable assets. The
Company uses the projected unit credit method to determine the present value of its unfunded
defined benefit obligation.
Taxation
Any tax payable is based on taxable profit for the year. Taxable profit differs from net profit as reported
in the income statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable or deductible. The
Group’s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used
in the computation of taxable profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred
tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and liabilities are not recognised
if the temporary difference arises from the initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects
neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries, except where the Group is able to control the reversal of the temporary difference and
it is probable that the temporary difference will not reverse in the foreseeable future.
Research and development tax credit
Companies within the Group may be entitled to claim special tax allowances in relation to qualifying
research and development expenditure (e.g. R&D tax credits). The Group accounts for such
allowances as tax credits, which means that they are recognised when it is probable that the benefit
will flow to the Group and that benefit can be reliably measured.
R&D tax credits are measured on a cash basis due to the uncertainty over the amount and timing of
receipt. R&D tax credits reduce current tax expense and, to the extent the amounts due in respect
of them are not settled by the balance sheet date, reduce current tax payable.
Property, plant and equipment
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised
impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful
lives, using the straight-line method, on the following bases:
Laboratory equipment, fixtures and fittings
20-33%
Internally-generated intangible assets – research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development expenditure, where it meets certain criteria (given below), is capitalised and amortised
on a straight-line basis over its useful life. Depreciation periods and useful life expectations are subject
to regular review and an impairment exercise carried out at least once a year.
44
Proteome Sciences plc
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
3
SIGNIFICANT ACCOUNTING POLICIES continued
Where no internally generated intangible asset can be recognised, development expenditure is
written-off in the period in which it is incurred.
An asset is recognised only if all of the following conditions are met:
•
the product is technically feasible and marketable;
•
the Company has adequate resources to complete the development of the product;
•
it is probable that the asset created will generate future economic benefits; and
•
the development cost of the asset can be measured reliably.
The directors do not consider that any Research and Development intangible assets have been
created in 2023 or the prior year on the basis that it is uncertain whether the intangible assets will
generate future cash flows.
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss (if any). Where the asset does not generate cash flows
that are independent from other assets, the Group estimates the recoverable amount of the cash-
generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable
amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised as an expense through profit or loss.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials
and, where applicable, direct labour costs and those overheads that have been incurred in bringing
the inventories to their present location and condition. Cost is calculated using the weighted average
method. Net realisable value represents the estimated selling price less all estimated costs of
completion and costs to be incurred in marketing, selling and distribution.
Financial instruments
The Group classifies its financial assets into one of three measurement categories (fair value through
profit or loss, fair value through other comprehensive income or amortised cost) depending on the
purpose for which the asset was acquired and the nature of the contractual cash flows. As all of the
Group’s financial assets are held in order to collect contractual cash flows and the contractual cash
flows are solely payments of principal and interest, all financial assets are measured at amortised
cost.
Amortised cost
Financial assets classified under the amortised cost model are Trade and other receivables, Cash
and cash equivalents, Trade and other payables and Loans to subsidiaries.
Proteome Sciences plc
45
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Financial Statements
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
46
Proteome Sciences plc
3
SIGNIFICANT ACCOUNTING POLICIES continued
Impairment provisions for trade receivables are recognised based on the simplified approach within
IFRS 9 using the lifetime expected credit loss. During this process the probability of the non-payment
of the trade receivable is assessed and multiplied by expected amount of credit loss resulting from
credit default. The Company has set up a matrix using the time a debtor is overdue as a criterion to
determine the default probability using five categories ranging from 0% to 90% probability. Provisions
are recorded in a separate provision account and the movements in the ECL (Expected Credit Loss)
provision are recognised in profit or loss. On notice of a realised default the gross carrying amount
of the asset is written off against the provision.
The Company’s loans to its subsidiaries are interest free and under terms which would technically
provide the Company the right to demand immediate repayment. The current financial situation of
the subsidiaries is such that they would be unable to repay the amounts due if demanded and, in
consequence, they are considered to be credit-impaired and lifetime expected credit losses are
recognised. As part of the assessment of the lifetime expected credit losses of these intercompany
loan receivables, the directors have considered the cash flows that may be generated from a number
of different scenarios, including through an orderly sale of the underlying business.
Contract assets
Contract assets are recognised on the face of the balance sheet and are defined as the right to
consideration in exchange for goods or services that have been transferred to a customer when that
right is conditional on something other than the passage of time (for example, the entity’s future
performance). Contract assets are considered within the expected loss calculation under IFRS 9 but
usually do not fulfil the recognition criteria.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term
highly liquid investments with an original maturity date of fewer than three months that are readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Borrowings
Interest-bearing loans are recorded initially at fair value, net of direct issue costs and subsequently
at amortised cost. Finance charges, including premiums payable on settlement or redemption and
direct issue costs, are accounted for on an accruals basis in profit or loss using the effective interest
rate method and are added to the carrying amount of the instrument to the extent that they are not
settled in the period in which they arise.
Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised
cost, using the effective interest rate method.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and
it is probable that the Group will be required to settle that obligation. Provisions are measured at the
directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date
and are discounted to present value where the effect is material. Further details of the pension
provision policy are set out in the paragraph above headed Retirement benefit costs.
Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-
based payments are measured at fair value (excluding the effect of non-market vesting conditions)
at the date of grant. The fair value determined at the grant date of the equity-settled share-based
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
47
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AGM Information
Financial Statements
payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate
of shares that will eventually vest based on the effect of non-market vesting conditions. Share based
payments are recognised as an additional cost of investment in subsidiary undertakings in the
Company where the Company issues share options to executives employed by its subsidiaries.
Fair value is measured by use of the Black Scholes model for all awards. The expected life used in
the model has been adjusted, based on management’s best estimate, for the effects of
non-transferability, exercise restrictions, and behavioural considerations.
EBITDA
EBITDA is earnings before interest, taxes and operational depreciation including leasing effects.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP company specific measure which is considered to be a key
performance indicator of the Group’s financial performance. Adjusted EBITDA is calculated as
operating profit before depreciation (including right-to-use assets amortisation), amortisation,
non-recurring costs, and employee share-based payment.
As these are non-GAAP measures, they should not be considered as replacements for IFRS
measures. The Group’s definition of these non-GAAP measures may not be comparable to other
similarly titled measures reported by other companies.
4
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
balance sheet date that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are discussed below. The Group and
Company makes certain estimates and assumptions regarding the future. Estimates and judgements
are continually evaluated based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the fair value less costs to sell
the cash-generating units to which goodwill has been allocated. The fair value less costs to sell
calculation requires the entity to estimate the future cash flows expected to arise from the
cash-generating unit. As the recoverable amount of goodwill at the balance sheet date exceeded
the goodwill amount as shown in the balance sheet of £4.22m an impairment was not undertaken.
Details of the estimates used in the calculation are set out in note 13.
Investments in subsidiary companies
The carrying cost of the Company’s investments in subsidiary companies is reviewed at each balance
sheet date by reference to the income that is projected to arise therefrom. From a review of these
projections the directors have not made a provision against their carrying values as shown in note
15 to the financial statements and the directors therefore believe that the investments concerned will
generate sufficient economic benefits to justify their revised carrying values, despite the inevitable
uncertainties over timing of the receipt of income and the size of the markets from which income is
anticipated.
3
SIGNIFICANT ACCOUNTING POLICIES continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
5
REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
Biomarker TMT
TMT
services Sales
Royalties
Grants
Total
Year to 31 December 2024
£’000 £’000
£’000
£’000
£’000
Primary Geographic Markets
US 605
2,905
1,103
–
4,613
UK 177
–
–
–
177
EU 52
–
–
12
64
Other 33
–
–
–
33
867
2,905
1,103
12
4,887
Revenue recognised at a
point in time –
2,905
1,103
–
4,008
Revenue recognised over
a period 867
–
–
12
879
867
2,905
1,103
12
4,887
Disaggregation of Revenue
Biomarker TMT
TMT
services Sales
Royalties
and
milestones
Grants
Total
Year to 31 December 2023
£’000 £’000
£’000
£’000
£’000
Primary Geographic Markets
US 444
1,991
1,408
–
3,843
UK 311
–
–
–
311
EU 857
–
–
–
857
Other 17
–
–
–
17
1,629
1,991
1,408
–
5,028
Revenue recognised at a
point in time –
1,991
1,408
–
3,399
Revenue recognised over
a period 1,629
–
–
–
1,629
1,629
1,991
1,408
–
5,028
48
Proteome Sciences plc
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
5
REVENUE FROM CONTRACTS WITH CUSTOMERS continued
Contract Balances
Contract Contract Contract Contract
Assets Assets Liabilities Liabilities
2024 2023 2024 2023
£’000 £’000 £’000 £’000
At 1 January 345 560 (1) (105)
Transfer in the period from contract
assets to trade receivables (345) (560) – –
Amounts included in contract liabilities that
were recognised as revenue during the period – – 1 105
Excess of revenue recognised over cash
(or rights to cash) being recognised
during the period 296 345 – –
Cash received in advance of performance
and not recognised as revenue
during the period – – – (1)
296 345 – (1)
Contract assets
Contract assets and contract liabilities arise from the Group’s biomarker services where contracts
may not be completed at the year end and because payments received from customers at each
balance sheet date do not necessarily equal the amount of revenue recognised on the contracts.
The Group expects to recognise this revenue in 2025.
Remaining performance obligations
The vast majority of the Group’s contracts are for the delivery of goods within the next 12 months for
which the practical expedient of IFRS 15 applies.
6
SEGMENT INFORMATION
For executive management purposes, the Group has one reportable segment which is the sale of
goods and biomarker services. All revenue from its operations is reported to this one segment and
the two income streams form the two categories reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision Maker. These two categories are TMT® revenues
and Biomarker services and other license income. In identifying the operating segments,
management has considered internal reports about components of the Group that are used by the
Executive Chairman, who is the Chief Operating Decision Maker, to determine allocation of resources
and to assess their performance.
7
FINANCE COSTS
2024
2023
£’000
£’000
Interest on related party loans (note 18)
895
797
Finance costs
895
797
Proteome Sciences plc
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AGM Information
Financial Statements
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
8
OPERATING (LOSS)
2024
2023
£’000
£’000
Operating (loss) is stated after charging:
Depreciation charge (including depreciation on lease)
837
484
Research and development costs
606
637
Operating lease rentals
– other
9
9
Auditor’s remuneration (see below)
95
89
Foreign exchange loss/(gain)
79
151
The analysis of auditor’s remuneration is as follows:
Fees payable to the Company’s auditor for the audit of the
Company’s annual accounts
95
89
Audit fees are borne by the Parent Company for the Group
Total audit fees
95
89
Tax compliance services
–
–
Total non-audit fees
–
–
Total fees
95
89
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP company specific measure which is considered to be a key
performance indicator of the Group’s financial performance. Adjusted EBITDA is calculated as
operating profit before depreciation (including right-to-use assets amortisation), amortisation, non-
recurring costs, and employee share-based payment.
As these are non-GAAP measures, they should not be considered as replacements for IFRS
measures. The Group’s definition of these non-GAAP measures may not be comparable to other
similarly titled measures reported by other companies.
2024
2023
£’000
£’000
Operating (loss)
(2,353)
(1,621)
Depreciation
150
123
Depreciation on leases
687
361
EBITDA
(1,516)
(1,137)
Other non-cash items - Share based payments (see note 21)
40
218
Adjusted EBITDA
(1,476)
(919)
50
Proteome Sciences plc
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
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Financial Statements
9
STAFF COSTS
The Group average monthly number of employees (including executive directors) was:
2024
2023
Number
Number
Research and development
29
28
Administration
7
7
36
35
Their aggregate remuneration (including that of executive directors) comprised:
£’000
£’000
Wages and salaries
2,820
2,513
Social security costs
477
456
Other pension costs
149
164
Share based payments
40
218
3,486
3,351
No staff costs are incurred in the parent company, Proteome Sciences plc.
10 DIRECTORS’ REMUNERATION AND TRANSACTIONS
The directors’ emoluments in the year ended 31 December 2024, were:
National
Basic Insurance Benefits Pension
salary Bonus Contributions in kind Costs Total Total
2024 2024 2024 2024 2024 2024 2023
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
Dr M. Söhngen 240 – 6 – 7 253 261
Dr I. H. Pike 199 – 26 4 20 249 245
R. Dennis 160 – 21 – 16 197 207
A. Omari 191 – 8 – 7 206 212
Non-Executive Directors
C.D.J. Pearce 50 – 6 5 – 61 62
R. McDowell 32 – 3 – – 35 35
M. Diggle – – – – – – –
Dr U. Ney 30 – 3 – – 33 33
Total 902 – 73 9 50 1,034 1,055
(i)
The remuneration of the executive directors is decided by the Remuneration Committee.
(ii)
Aggregate emoluments disclosed above do not include any amounts for the value of options to
subscribe for Ordinary Shares in the Company granted to or held by the directors.
(iii)
Details of the options in place and of awards under the Company’s Long-Term Incentive Plan are
given in note 21.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
10 DIRECTORS’ REMUNERATION AND TRANSACTIONS continued
(iv)
The number of directors in pension schemes is as follows:
2024
2023
Defined contribution pension schemes
2
2
Pension costs in the year ended 31 December 2024 were as follows:
2024
2023
£’000
£’000
Dr M. Söhngen
7
8
Dr I. H. Pike
20
19
R. Dennis
16
16
A. Omari
7
8
50
51
Directors’ transactions
(a) Other than as disclosed note 18(b) no director had a material interest in any contract of
significance with the Company in either year.
(b) C.D.J. Pearce had a consultancy agreement with the Company at a rate of £70,000 per annum
which ended in May 2021. The balance of the fees relating to the consultancy agreement at the
year end was £70k (2023: £70k).
11 TAX
Tax charge on profit before taxation on ordinary activities
The Group is entitled to make claims for UK tax credit income on qualifying R&D expenditure each
year under the Corporation and Taxes Act 2009. As an SME qualifying entity, tax credits can be
claimed in respect of the tax effect of tax losses generated from qualifying R&D expenditure. From
2018 the Group recognised R&D tax claims on a receipt basis.
2024
2023
£’000
£’000
UK Corporation tax
–
–
Overseas tax charge current year
(189)
–
Overseas tax charge prior year
(31)
(160)
Group tax charge for the year
(158)
(160)
R&D tax credit received
–
135
Group tax charge for the year
(158)
(25)
The UK Corporation tax credit relates to research and development tax credits claimed under the
Corporation Taxes Act 2009.
At 31 December 2024 there were gross tax losses available for carry forward of approximately £50.4m
(2023: £49.1m).
The tax credit and trading losses to be carried forward for the year are subject to the agreement of
HM Revenue & Customs.
52
Proteome Sciences plc
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
11 TAX continued
Factors affecting the tax charge for the year
R&D tax credit entitlements are lower than in the previous year, due to the stronger commercial focus
of the Company’s research services revenue stream. As such the Company has not recognised any
tax credit in respect of 2024 The differences are explained below:
2024
2023
£’000
£’000
Loss before tax
(3,247)
(2,418)
Income tax credit calculated at 25% (2023: 23.52%)
812
569
Effects of:
Fixed asset timing differences
–
–
Expenses not deductible for tax purposes
(71)
(129)
Unrecognised tax losses carried forward
(761)
(430)
Income not taxable for tax purposes
47
–
Effect of overseas tax
(216)
(160)
Prior year adjustment
31
125
(158)
(25)
2024
2023
Tax Unrecognised deferred tax
£’000
£’000
The following deferred tax assets have not been
recognised at the balance sheet date:
Tax losses
12,603
12,275
Depreciation in excess of capital allowances
113
137
Provisions
99
105
Total
12,815
12,518
The deferred tax assets have not been recognised as the directors are uncertain of their recovery.
The assets will be recovered if the Group makes sufficient taxable profits in the future against which
losses can be utilised at an estimated future rate of 25%.
12 LOSS PER ORDINARY SHARE
The calculations of basic and diluted loss per ordinary share are based on the following profits and
numbers of shares.
Basic and Diluted
2024
2023
£’000
£’000
Loss for the financial year
(3,406)
(2,443)
2024
2023
Number of
Number of
shares
shares
Weighted average number of ordinary shares for the purposes
of calculating basic earnings per share:
295,182,056
295,182,056
Weighted average number of ordinary shares and outstanding
options for the purposes of calculating diluted earnings per share:
307,323,987
311,222,086
Proteome Sciences plc
53
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Financial Statements
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
12 LOSS PER ORDINARY SHARE continued
The weighted average number of ordinary shares outstanding was calculated applying the treasury
stock method to an amount of 17.0m share options which were in the money (see note 21 on page 63)
on the 31 December 2024. An average share price for 2024 of 3.52p per share added by the
outstanding service amounts for these options and resulting in a number of shares of 12,141,931
added to the existing issued share stock for the purpose to calculate the diluted EPS. A number of
6.6m shares were not considered in the calculation of the weighted number of outstanding shares
used for the diluted EPS calculation as these options were not dilutive at the 31 December 2024.
Since the Group is recording a loss for 2024 no dilution has been recognised in calculation of the
loss per share for 2024.
13 GOODWILL
Goodwill
£’000
Cost and carrying amount
1 January 2024 and 31 December 2024
4,218
The Group comprises a single CGU, which comprises the business carried out by Electrophoretics
Limited, Proteome Sciences R&D GmbH & Co KG and, Proteome Sciences US Inc. For the purpose
of testing goodwill, the recoverable value of the CGU is determined from fair value less estimated
costs of disposal and value in use.
In assessing the fair value of the CGU, management and the directors have considered and assessed
the following evidence:
As at 31 December 2024 the market capitalisation for the Group was £10.04m based on the quoted
share price of the Company of 3.40p per ordinary share.
The recoverable amount of the CGU is in excess of the carrying value of £4,218k, therefore no
impairment is required. The following assumptions were used to calculate the value in use:
•
Discounted Cash Flow model produced modelling cash flow for the CGU over 6 years
•
Terminal value applied to cash flow from year 6 onwards
•
Discount rate of 8.8% applied reflecting the WACC of the Group
•
Constant growth rate of 5.0% applied, for the 6 year period
•
Sensitivities around the model: a 0.1% increase in the discount rate has an impact of
approximately £251k in headroom, a 0.1% decrease in growth rates has an impact of
approximately £629k in headroom.
The directors have concluded that based on the above, recoverable value (on a fair value less cost
to sell basis) of the goodwill exceeds the carrying value of the goodwill at 31 December 2024.
54
Proteome Sciences plc
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
14 PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSET
Property, plant and equipment comprise laboratory equipment, fixtures and fittings and motor vehicles
held by and equipment on loan to the Group. The movement in the year was as follows:
Right of
Right of
Laboratory
use Asset
use Asset
Equipment
Building
Equipment
Total
£’000
£’000
£’000
£’000
Cost
1 January 2023 1,762
739
799
3,300
Exchange adjustments (14)
(14)
(84)
(112)
Additions during the year 238
701
1,409
2,348
Disposals during the year (16)
–
–
(16)
31 December 2023 1,970
1,426
2,124
5,520
1st January 2024 1,970
1,426
2.124
5.520
Exchange adjustments (37)
(33)
(14)
(84)
Additions during the year 224
–
–
224
Disposals during the year (83)
–
–
(83)
31 December 2024 2,074
1,393
2,110
5,577
Depreciation
1 January 2023 1,318
433
231
1,982
Exchange adjustments (6)
1
–
(5)
Charge for the year 123
165
196
484
Depreciation relating to disposals (16)
–
–
(16)
At 31 December 2023 1,419
599
427
2,445
At 1 January 2024 1,419
599
427
2,445
Exchange adjustments (21)
–
–
(21)
Charge for the year 150
229
458
837
Depreciation relating to disposals (83)
–
–
(83)
At 31 December 2024 1,465
828
886
3,177
Net book value
At 1 January 2024 551
827
1,697
3,076
At 31 December 2024 609
566
1,224
2,399
In August 2023 the Group extended a 5-year lease contract for the Frankfurt operation, by 2 years
until 31 December 2026. The Group additionally entered into a building lease for its US operations
starting in August 2023 and ending in July 2027, with an early termination option after 2 years.
Furthermore, the Group entered into a lease of equipment for its US operations in October 2023,
with the lease ending in December 2028.
Proteome Sciences plc
55
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Governance
AGM Information
Financial Statements
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
56
Proteome Sciences plc
15 INVESTMENT IN SUBSIDIARIES
Cost of shares
Loans to
in subsidiary
subsidiary
undertakings undertakings
Total
Company
£’000
£’000
£’000
At 1 January 2023
994
8,269
9,263
Additions
2
–
2
Share based payment expense
218
–
218
Repayment of loan by subsidiary
–
(872)
(872)
At 31 December 2023
1,214
7,397
8,611
At 1 January 2024
1,214
7,397
8,611
Additions
–
–
–
Share based payment expense
40
–
40
Repayment of loan by subsidiary
–
(62)
(62)
At 31 December 2024
1,254
7,335
8,589
(i)
The increase in the cost of shares in subsidiary undertakings of £40k (2023: £218k) represents a
capital contribution between the Company and certain of its subsidiaries, reflecting the provision of
equity instruments in the Company to subsidiary company employees.
(ii)
The decrease in loans to subsidiary companies in 2024 of £62k (2023: £872k) arose mainly from
normal capital transfers between the Company and s trading subsidiary.
(iii)
The Company’s loans to its subsidiaries are interest free and under terms which would technically
provide the Company the right to demand immediate repayment. The current financial situation of
the subsidiaries is such that they would be unable to repay the amounts due if demanded and,
in consequence, they are considered to be credit-impaired and lifetime expected credit losses are
recognised. As part of the assessment of the lifetime expected credit losses of these intercompany
loan receivables, the directors have considered the cash flows that may be generated from a number
of different scenarios, including through an orderly sale of the underlying business.
The carrying amount of the Company’s loans to subsidiaries was £7,335k (2023: £7,397k).
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
57
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AGM Information
Financial Statements
15 INVESTMENT IN SUBSIDIARIES continued
Company investments
The Company has investments in the following subsidiary undertakings, which contribute to the net
assets of the Group:
Country of
Description and proportion
incorporation
of shares held by the
Subsidiary undertakings
and operation
Principal activity
Company
Group
Proteome Sciences
Germany
Administrative
100% Share
100% Share
R&D Verwaltungs GmbH
Company
Capital
Capital
Proteome Sciences
Germany
Research
100%
100%
R&D GmbH & Co. KG
Company
Partnership
Partnership
Interest
Interest
Proteome Sciences, Inc.
U.S.A.
Research
100% Common
100% Common
Company
Stock
Stock
Electrophoretics
United
Administrative
100% Ordinary
100% Ordinary
Limited
Kingdom
and Research
shares
Shares
Company
Veri-Q Inc.
U.S.A.
Research
76.9% Common
76.9% Common
Company
Stock
Stock
Phenomics Limited
United
Dormant
100% Ordinary
100% Ordinary
Kingdom
Shares
Shares
Proteome Sciences
U.S.A.
Research
100% Common
100% Common
US Inc
Company
Stock
Stock
(i)
The investments in Proteome Sciences, Inc., Electrophoretics Limited and Phenomics Limited comprise
the entire issued share capital of each subsidiary undertaking and carry 100% of the voting rights.
The registered offices of the companies above are:
Proteome Sciences R&D Verwaltungs GmbH, Proteome Sciences R&D GmbH & Co. KG, -
Altenhöferallee 3, 60438 Frankfurt am Main, Germany
Proteome Sciences plc, Electrophoretics Limited and Phenomics Limited, Coveham House, Downside
Bridge Road, Cobham, Surrey KT11 3EP
Proteome Sciences Inc PO Box 2767 Humble, Texas, 77347. US
Veri-Q Inc, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808-1645, US
Proteome Sciences US Inc, 10179 Huennekens Street, San Diego, CA 92121, US
We own a minority stake in Galaxy, a US based clinical contract research organisation, which is
developing a point of care test for the diagnosis and timing of stroke onset in order to guide the use of
specialist thrombolytic treatment. Under the terms of the licence with Galaxy we have received equity in
Galaxy as an initial fee in 2019 and similarly the milestone in 2023 was also satisfied in equity. As a result
of this we own a minority stake in Galaxy of 1.03m shares, (total issued Galaxy shares at this time are
10.6m) and under the license we are entitled to subsequent development milestones and a running
royalty on any product sales. We have been informed by Galaxy that a recently undertaken share issue
was done at $5 per share. Given the still early stage of development of the test that Galaxy is developing
and the uncertainties around the future development of Galaxy as well as the limited information available
to us in relation to Galaxy, we have not accounted for the shares in Galaxy as an investment We may
reconsider this in the future as Galaxy continues to make progress of the development of its business.
58
Proteome Sciences plc
16 INVENTORIES
Group
Group
2024
2023
£’000
£’000
Work in progress
–
–
Finished goods
732
837
732
837
Work in progress has been impaired to NIL, and the stock value pertains to Finished goods only.
17 OTHER CURRENT ASSETS
a)
Trade and other receivables
Group
Group
2024
2023
£’000
£’000
Trade receivables
216
735
Less: provision for impairment of trade receivables
(3)
(30)
Trade receivables – net
213
705
Other Debtors
83
78
Prepayments
137
172
Total
433
955
At 31 December 2024 the lifetime expected loss provision for trade receivables is as follows:
More than More than More than More than
30 days 90 days 270 days 364 days
Current past due past due past due past due
Total
£’000
Expected loss rate % 0% 10% 15% 60% 90%
Gross carrying amount 187 20 8 – 1
216
Loss provision – (2) (1) – –
(3)
At 31 December 2023 the lifetime expected loss provision for trade receivables is as follows:
More than More than More than More than
30 days 90 days 270 days 364 days
Current past due past due past due past due
Total
£’000
Expected loss rate % 0% 10% 15% 60% 90%
Gross carrying amount 655 18 18 44 –
735
Loss provision – (2) (3) (26) –
(31)
As at 31 December 2024 trade receivables of £28,954 (2023: £79,806) were past due and partially
impaired.
The main factors considered by the finance function in determining that the amounts due are impaired
are the length of time outstanding and additionally background information provided by the sales
and production department.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
59
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Governance
AGM Information
Financial Statements
17 OTHER CURRENT ASSETS continued
The maturity profile of any due debt is presented below.
2024
2023
£’000
£’000
0 to 3 months
20
18
3 to 9 months
8
18
9 to 12 months
1
44
> 12 months
–
–
(b) Cash and cash equivalents
Group
Company
Group
Company
2024
2024
2023
2023
£’000
£’000
£’000
£’000
Cash and cash equivalents
1,128
776
2,027
90
The directors consider that the carrying amount of trade receivables and cash and cash equivalents
approximates their fair value.
18 FINANCIAL LIABILITIES
(a) Trade and other payables
Group
Company
Group
Company
2024
2024
2023
2023
£’000
£’000
£’000
£’000
Due within one year
Trade and other payables
639
–
449
–
Accruals
141
–
180
–
Payables due to group entities
–
300
–
350
780
300
629
350
Trade creditors and other payables principally comprise amounts outstanding for trade purchases
and continuing costs. The average credit period taken for trade purchases is between 30 and 45
days. For most suppliers no interest is charged on the trade payables for the first 30 days from the
date of the invoice. The Group has financial risk management policies in place to ensure that all
payables are paid within the credit time frame.
The directors consider that the carrying amount of trade payables approximates to their fair value.
(b) Short term borrowings
Group
Company
Group
Company
2024
2024
2023
2023
£’000
£’000
£’000
£’000
Loans from related parties
12,631
2,788
11,235
1,887
The directors consider that the carrying amount of borrowings approximates to their fair value.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
60
Proteome Sciences plc
18 FINANCIAL LIABILITIES continued
Note:
(i)
The loan from related parties of £12,631k (2023: £11,235k), including interest, represents a loan
from Mr C. D. J. Pearce, Non-Executive Chairman of the Company, which includes the loan facility
agreed on 20 December of £0.50m. The loan is secured by a fixed charge over the Company’s
patent portfolio and a floating charge over the Company’s inventory. The loan bears interest at
2.5% above the base rate of Barclays Bank plc. Interest accrued on the loan was £895k for 2024
(2023: £776k). Loan amounts representing £5m may be converted into ordinary share capital at
the option of Mr Pearce at the lower of market price on the date of conversion or the average
price over the lowest consecutive ten day trading period since 29 June 2006. The conversion
option is immaterial to the financial statements. The balance owed by the Group at 31 December
2024 was £12,631k (2023: £11,235k) of which £2,538 is owed by the Company (2023: £1,887k).
The loan is repayable on seven days’ notice, or immediately in the event of:
(a) A general offer to the shareholders of the Company being announced to acquire its issued
share capital, or
(b) The occurrence of any of the usual events of default attaching to this sort of agreement.
The Company has received a legally binding written confirmation from Mr Pearce that he does
not intend to seek repayment for 12 months from signing of these financial statements or until at
least 30 April 2026.
(ii) On the 20 December 2024 Proteome Sciences plc secured a loan facility of £0.50m from Vulpes
Investment Management (“VIM”), Testudo Fund. Interest accrues at 10% per annum and is
repayable alongside the principal loan. The Company had drawn down £0.25m at 31 December
2024. The directors have received a legally binding written confirmation from VIM Testudo Fund
that they will not seek repayment for at least 12 months from the date of approval of these financial
statements or until at least 30 April 2026.
(iii) The amounts shown above as outstanding under short term for both loans include accrued
interest.
(c) Changes in liabilities arising from financing activities
Group
Note supporting the cash flow statement - movement in net debt
Interest
accruing
1 January
Cash
Non-cash
in the Foreign 31 December
2024
Flow*
addition
period exchange
2024
£,000
£,000
£,000
£,000 £,000
£,000
Short term borrowings
11,235
–
500
895 –
12,631
Long term borrowings
–
–
250
– –
250
Lease Liabilities
2,240
(692)
–
96 (4)
1,641
Total
13,475
(692)
750
991 (4)
14,521
* The difference to cash flow statement is due to the inclusion of immaterial forex gains, interest and
addition belonging to the lease in cash flow figure, spread out in note 18c separately.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
61
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AGM Information
Financial Statements
18 FINANCIAL LIABILITIES continued
Company
Note supporting the cash flow statement – movement in net debt
Interest
accruing
1 January
Cash
in the 31 December
2024
Flow
period
2024
£,000
£,000
£,000
£,000
Short term borrowings
1,887
500
151
2,538
Long term borrowings
–
250
–
250
Total
1,887
750
151
2,788
Group
Note supporting the cash flow statement - movement in net debt
Interest
accruing
1 January
Cash
Non-cash
in the Foreign 31 December
2023
Flow
addition
period exchange
2023
£,000
£,000
£,000
£,000 £,000
£,000
Short term borrowings
11,262
(824)
–
797 –
11,235
Lease Liabilities
653
(553)
2,161
57 (78)
2,240
Total
11,915
(1,377)
2,161
854 (78)
13,475
Company
Note supporting the cash flow statement – movement in net debt
Interest
accruing
1 January
Cash
in the 31 December
2023
Flow
period
2023
£,000
£,000
£,000
£,000
Short term borrowings
2,559
(824)
152
1,887
Total
2,559
(824)
152
1,887
19 PENSION PROVISIONS
Group
2024
2023
£’000
£’000
At 1 January
419
434
(Reduction)/Additional provision in the year
22
(5)
Exchange movement
(19)
(10)
At 31 December
422
419
(i)
Pension Provision
The pension provision relates to pension costs which may become payable in connection with the
Group’s Frankfurt employees, under the pension scheme arrangements set out in note 19 (iii). This
provision will be utilised as members of the scheme reach retirement age and draw down their pensions.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
62
Proteome Sciences plc
19 PENSION PROVISIONS continued
(ii) Pension arrangements
As a result of the acquisition of Proteome Sciences R&D Verwaltungs GmbH and Proteome Sciences
R&D GmbH & Co KG from Aventis Research & Technologies GmbH & Co KG, the Group makes
contributions in Germany to a funded defined contribution plan and to a funded defined benefit plan.
These plans are operated in their entirety by the Pensionskasse der Mitarbeiter der Hoechst-Gruppe
VVaG (Hoechst Group), an independent German mutual insurance company, which is required to
comply with German insurance company regulations.
The schemes assets are held in multi-employer funds and the other employers who contribute to the
schemes are not members of the Group. The Group has not been able to identify its share of the
underlying assets and liabilities of the defined benefit scheme and accordingly it has also been
accounted for as defined contribution scheme. The Group’s contributions to the scheme are included
within the amount charged to the income statement in respect of pension contributions.
Funding contributions paid by the Group are based on annual contributions determined by Hoechst
Group, the administrator for the pension plans. For the year ending 31 December 2024, funding
contributions payable by the Group are based on employee contributions at the rate of 1.5% - 2.5%
(2023: 1.5% - 2.5%) of wages and salaries and employer contributions at the rate of 8 times
(2023: 8 times) employee contributions. The Company expects pension costs for 2025 in relation to
the defined benefit scheme of £14,741 (2024: £25,942 actual cost).
The amount charged to the income statement in respect of the contributions to the scheme in 2024
was £106,095 (2023: £90,683).
As at 31 December 2024, an actuarial deficit did not exist for the multi-employer scheme. The Group’s
contributions to the scheme during 2024 represented 0.05% of total contributions to the scheme by
employers and employees (2023: 0.05%). Under the terms of the multi-employer plan, the Group’s
obligations are limited to the original promise/commitment that it has given to its own employees. The
Group does not have an exposure to liability in relation to other third-party employers’ obligations.
The Group does not have any information about how the actuarial status of the plan may affect the
amounts of future contributions to the plan.
The Group also has a direct pension obligation for which it provides in full at the balance sheet date.
This scheme has no separable assets. The Company uses the projected unit credit method to
determine the present value of its unfunded defined benefit obligation. Demographic assumptions
are based on Prof. Klaus Heubeck’s mortality table “Richttafeln 2005 G”, the standard German
actuarial table, with full recognition for fluctuations in mortality rates on account of gender and current
age. Pensionable age has been set at 60.
The Company has applied a discount rate for the year of 3.50% (2023: 3.90%). The Company has
assumed an income increase of 2.5% (2023: 3.00%) and German inflation of 2.0% (2023: 3.0%).
Provisions for future unfunded pension liabilities at 31 December 2024 amounted to £422,412 (2023:
£418,986). Amounts recognised through the consolidated income statement for the year to
31 December 2024 included service costs of £10,539 (2023: £27,681), interest costs of £15,386
(2023: £14,140) and an actuarial loss of £1,711 (2023: gain of £43,714) excluding any exchange
effects.
Other pension costs in relation to defined contribution schemes for United Kingdom employees
amounted to £41,783 (2023: £40,436).
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
63
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Governance
AGM Information
Financial Statements
20 SHARE CAPITAL
2024
2023
£’000
£’000
(i)
Allotted and called-up
Ordinary Shares of 1p each
2,952
2,952
The number of shares in issue in 2024 was:
2024
2023
Number
Number
As at 1 January 2024 and 31 December 2024
295,182,056
295,182,056
21 SHARE OPTIONS AND SHARE BASED PAYMENTS
(i)
Options
Options under the schemes noted below may be exercised from the date on which any shares in the
Company are first admitted to the Official List of the London Stock Exchange.
(ii) 2011 Long-Term Incentive Plan (“LTIP”)
At 31 December 2024, the maximum number of the Company’s Ordinary Shares of 1p each to be
potentially allocated or issued under the LTIP was as follows:
Number at
Awarded
Exercised Lapsed Number at
Latest
31 Dec
in the
in the in the 31 Dec
Number of
Vesting
Exercise
2023
year
year year 2024
Options
Date
Date
9,000,000
–
– – 9,000,000
3,000,000
15 September
8 June 2031
2021
3,000,000
15 September
8 June 2031
2022
3,000,000
15 September
8 June 2031
2023
2,500,000
–
– – 2,500,000
1,000,000
15 September
8 June 2031
2021
1,000,000
15 September
8 June 2031
2022
500,000
15 September
8 June 2031
2023
2,500,000
–
– – 2,500,000
1,000,000
15 September
8 June 2031
2021
1,000,000
15 September
8 June 2031
2022
500,000
15 September
8 June 2031
2023
300,000
–
– – 300,000
300,000
8 June 2024
8 June 2031
14,300,000
–
– – 14,300,000
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
64
Proteome Sciences plc
21 SHARE OPTIONS AND SHARE BASED PAYMENTS continued
At 31 December 2023, the maximum number of the Company’s Ordinary Shares of 1p each to be
potentially allocated or issued under the LTIP was as follows:
Number at
Awarded Exercised Lapsed
Number at
Latest
31 Dec
in the in the in the
31 Dec
Vesting
Exercise
2022
year year year
2023
Date
Date
9,000,000
– – –
9,000,000
15 September
8 June 2031
2021, 2022 &
2023
2,500,000
– – –
2,500,000
15 September
8 June 2031
2021, 2022 &
2023
2,500,000
– – –
2,500,000
15 September
8 June 2031
2021, 2022 &
2023
300,000
– – –
300,000
8 June 2024
8 June 2031
14,300,000
– – –
14,300,000
(iii) 2011 Share Option Plan
At 31 December 2024 options had been granted and were still outstanding in respect of the
Company’s Ordinary Shares of 1p each under the Company’s 2011 Share Option Plan as follows:
Number of
Amount of Capital
Exercise Price
Dates
Shares
(£)
(p)
Vesting Date
Exercisable
45,000
450
16.75
18.3.19
18.3.19 – 18.3.26
480,000
4,800
7.83
8.6.24
08.6.24 – 08.6.31
525,000
5,250
At 31 December 2023 options had been granted and were still outstanding in respect of the
Company’s Ordinary Shares of 1p each under the Company’s 2011 Share Option Plan as follows:
Number of
Amount of Capital
Exercise Price
Dates
Shares
(£)
(p)
Vesting Date
Exercisable
45,000
450
16.75
18.3.19
18.3.19 – 18.3.26
500,000
5,000
7.83
8.6.24
8.6.24 – 8.6.31
545,000
5,450
(iv) 2021 Share Option Plan
At 31 December 2024 options had been granted and were still outstanding in respect of the
Company’s Ordinary Shares of 1p each under the Company’s 2021 Share Option Plan as follows:
Number of
Amount
Exercise
Shares
of Capital
Price
Number of
Vesting
Dates
(£)
(p)
Options
Date
Exercisable
1,480,000
1,480
4.30
11.10.25
11.10.25 – 11.10.32
750,000
750
3.60
250,000
29.04.25
29.04.25 – 25.04.35
250,000
29.04.26
29.04.26 – 25.04.36
250,000
29.04.27
29.04.27 – 25.04.37
2,230,000
2,230
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
65
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AGM Information
Financial Statements
21 SHARE OPTIONS AND SHARE BASED PAYMENTS continued
At 31 December 2023 options had been granted and were still outstanding in respect of the
Company’s Ordinary Shares of 1p each under the Company’s 2011 Share Option Plan as follows:
Number of
Amount of Capital
Exercise Price
Dates
Shares
(£)
(p)
Vesting Date
Exercisable
1,640,000
1,640
4.30
11.10.25
11.10.25 - 11.10.32
1,640,000
1,640
(v) 2021 Long-Term Incentive Plan (“LTIP”)
At 31 December 2024, the maximum number of the Company’s Ordinary Shares of 1p each to be
potentially allocated or issued under the LTIP was as follows:
Number at
Awarded
Exercised Lapsed Number at
Latest
31 Dec
in the
in the in the 31 Dec
Number of
Vesting
Exercise
2023
year
year year 2024
Options
Date
Date
1,500,000
–
– – 1,500,000
500,000
11 October
11 October
2023
2032
500,000
11 October
11 October
2024
2032
500,000
11 October
11 October
2025
2032
1,500,000
–
– – 1,500,000
500,000
11 October
11 October
2023
2032
500,000
11 October
11 October
2024
2032
500,000
11 October
11 October
2025
2032
800,000
–
– – 800,000
800,000
11 October
11 October
2025
2032
4,000,000
4,000,000
1,333,333
1 September
1 December
2023
2032
1,333,333
1 September
1 December
2024
2032
1,333,333
1 September
1 December
2025
2032
7,800,000
–
– – 7,800,000
The Company issues equity-settled share-based payments under the 2011 Share Option Plans. The
vesting period is three years. If the options remain unexercised after a period of 10 years from the
date of grant, the options expire. Options are usually forfeited if the employee leaves the Group before
the options vest.
At the 31 December 2024, awards over 525,000 shares (2023: 45,000) had vested and were capable
of exercise.
A Long-Term Incentive Plan was introduced in 2011 which closed in July 2021 and no further awards
will be made under that scheme. The Board adopted a new Long-Term Incentive Plan in 2021.
Awards made during the year are stated in note 21(v) and are on the condition of continued
employment. Any exercised options are settled by the Company issuing shares.
As a result of the awards a charge to the income statement of £40k (2023: £218k) was recognised
during the year in respect of all schemes.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
66
Proteome Sciences plc
21 SHARE OPTIONS AND SHARE BASED PAYMENTS continued
Before awards vest the Remuneration Committee will satisfy itself that the TSR performance is a
genuine reflection of the Company’s underlying performance over the three-year performance period.
2011 Share Option Plan
Weighted
average
exercise
Options
price (p)
Outstanding at 1 January 2023
651,000
34.01
Granted in the year
–
–
Lapsing in the year
106,000
36.50
Outstanding at 31 December 2023
545,000
34.01
Granted in the year
–
–
Lapsing in the year
20,000
7.83
Outstanding at 31 December 2024
525,000
34.01
Exercisable at 31 December 2024
525,000
16.75
Exercisable at 31 December 2023
45,000
16.75
2011 LTIP
Weighted
Maximum
average
Number of
fair value
Shares per share (p)
Outstanding at 1 January 2023
14,300,000
1.00
Granted in the year
–
–
Lapsing in the year
–
–
Outstanding at 31 December 2023
14,300,000
1.00
Granted in the year
–
–
Lapsing in the year
–
–
Outstanding at 31 December 2024
14,300,000
1.00
Exercisable at 31 December 2024
14,000,000
1.00
Exercisable at 31 December 2023
14,000,000
1.00
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
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Financial Statements
21 SHARE OPTIONS AND SHARE BASED PAYMENTS continued
2021 Share Option Plan
Weighted
average
exercise
Options
price (p)
Outstanding at 1 January 2023
1,640,000
7.83
Granted in the year
–
7.83
Forfeited during the year
120,000
4.3
Outstanding at 31 December 2023
1,520,000
7.83
Granted in the year
750,000
3.60
Forfeited in the year
40,000
4.30
Lapsing in the year
–
–
Outstanding at 31 December 2024
2,230,000
7.83
Exercisable at 31 December 2024
–
–
Exercisable at 31 December 2023
–
–
2021 LTIP
Weighted
Maximum
average
Number of
fair value
Shares per share (p)
Outstanding at 1 January 2023
7,800,000
2.60
Granted in the year
–
–
Lapsing in the year
–
–
Outstanding at 31 December 2023
7,800,000
2.60
Granted in the year
–
–
Lapsing in the year
–
–
Outstanding at 31 December 2024
7,800,000
2.60
Exercisable at 31 December 2024
4,666,666
2.60
Exercisable at 31 December 2023
2,333,333
2.60
The options outstanding at 31 December 2024 had a weighted average remaining contractual life as
follows:
2024
2023
No. of
No. of
months
months
2011 Share Option Plan
72.6
70.1
2011 LTIP
47
89
2021 Share Option Plan
94
109
2021 LTIP
61
106
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
68
Proteome Sciences plc
21 SHARE OPTIONS AND SHARE BASED PAYMENTS continued
The inputs into the Black-Scholes model were:
2024
2023
Weighted average share price 4.43p
4.54p
Weighted average exercise price 3.13p
2.15p
Expected volatility 74.73% – 86.69%
78.81%
Expected life 2.3 years
2.3 years
Risk free rate 0.13% – 4.64%
4.04% – 4.46%
Notes
(i) Expected volatility is a measure of the tendency of a security price to fluctuate in a random,
unpredictable manner and is determined by calculating the historical volatility of the Company’s share
price over the previous years.
(ii) The expected life has been adjusted, based on management’s best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations.
(iii) The Company has used the Monte Carlo model to value the LTIP awards granted before 2022, which
simulates a wide range of possible future share price scenarios and calculates the average net present
value of the option across those scenarios and which captures the effect of the market-based
performance conditions applying to such awards.
For the LTIP awards granted during 2022 the Black Scholes model was used as there was only one
performance condition attached.
22 RESERVES DESCRIPTION AND PURPOSE
Share premium
Amount subscribed for share capital in excess of nominal value.
Translation reserve
Gains/losses arising on retranslating the net assets of overseas operations into Sterling.
Retained earnings
All other net gains and losses and transactions with owners (e.g., dividends) not recognised
elsewhere.
Share based payment Reserve
The amounts transferred to the Equity Reserve are for charges recognised in respect of the
requirements of IFRS 2 “Share-based payments”.
Merger Reserve
The merger reserve arose in the period to the 11 November 1994 and represented the premium on
the allotment of new ordinary shares issued in a share exchange agreement entered into by the
shareholders of Monoclonetics International Inc, (now Proteome Sciences Inc.).
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
69
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Financial Statements
23 GUARANTEES AND OTHER FINANCIAL COMMITMENTS
Operating lease arrangement
The Group leases one office space in the UK on a short-term operating lease which renews on a
twelve monthly basis ending in May 2025 and there is no control over the asset. The Group pays
insurance, maintenance and repairs of this property.
At the balance sheet date 31 December 2024, the Group had outstanding commitments for future
minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
Group
Company
2024
2024
2023
2023
£’000
£’000
£’000
£’000
Within 1 year
9
9
9
9
Within 2-5 years
–
–
–
–
> 5 years
–
–
–
–
9
9
9
9
24 FINANCIAL INSTRUMENTS
Capital risk management
The Group monitors “adjusted capital” which comprises all components of equity (i.e., share capital,
share premium translation reserve and merger reserve, retained earnings, and revaluation reserve).
The Group’s objectives when maintaining capital are:
•
to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide
returns for shareholders and benefits for other stakeholders, and
•
Provide an adequate return to shareholders by pricing products and services commensurately
with the level of risk
The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital
structure and makes adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group
does not pay dividends to shareholders.
Due to recent market uncertainty the Group’s strategy is to preserve a strong cash base and to
maintain a positive cash flow for at least 15 months in advance.
The Board has overall responsibility for the determination of the Group's risk management objectives
and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for
designing and operating processes that ensure the effective implementation of the objectives and
policies to the Group's finance function. The Board receives monthly management reports from the
Group’s finance function and bi-monthly cash flow calculations through which it reviews the
effectiveness of the processes put in place and the appropriateness of the objectives and policies
it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without
unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies
are set out below.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
70
Proteome Sciences plc
24 FINANCIAL INSTRUMENTS continued
The capital structure of the Group consists of the financial instruments listed below which determine
the financial risk and an according risk management.
Financial instruments for the Group comprise:
•
Trade and other receivables
•
Cash and cash equivalents
•
Trade and other payables
•
Borrowing from major investors of the Company at floating rate
•
Leases liability
For the Company:
•
Cash and cash equivalents
•
Investment in quoted and unquoted securities
•
Borrowing from major investors of the Company at floating rate
Categories of financial instruments
Group
Company
Group
Company
2024
2024
2023
2023
£’000
£’000
£’000
£’000
Financial assets
Cash and cash equivalents*
1,128
776
2,027
90
Trade and other receivables*
296
–
783
–
Total financial assets
1,424
776
2,810
90
Financial liabilities
Trade and other payables*
(780)
–
(449)
–
Short-term borrowings*
(12,631)
(2,538)
(11,235)
(1,887)
Long term borrowings
(250)
(250)
–
–
Short term lease liabilities
(602)
–
(2,240)
–
Long term lease liabilities
(1,039)
Total financial liabilities
(15,302)
(2,788)
(13,924)
(1,887)
The described financial instruments are measured applying the following methodologies:
* measured at amortised cost through the consolidated income statement
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
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Financial Statements
24 FINANCIAL INSTRUMENTS continued
The Group is exposed to the following financial risks:
•
Credit risk
•
Fair value or cash flow interest rate risk
•
Foreign exchange risk
•
Other market price risk
•
Liquidity risk
Credit risk
Group
Electrophoretics Limited, the main trading company in the Group, has a credit policy in place and
the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on
customers as deemed necessary based on the nature of the prospective customer and size of order.
To minimize any credit risk upfront payment for service orders are requested when they require larger
pre-financing of consumables needed for order fulfilment. Further for any larger service orders interim
payments are requested based on work order related performance obligations. The overall structure
of our client base with the majority being B2B and to a lesser extent institutional customers like
universities or state funded research institutions minimizes credit risk as well.
For trade receivables and other receivables further explanation and calculation of ECL (Expected
credit loss) provisions relating to credit risk are presented in note 17.
At 31 December 2024, the largest exposure was represented by the carrying value of trade
receivables and contract assets of £0.7m (2023: trade receivables and contract assets £1.30m).
A provision for impairment was recognised for 2024 £3k (2023: £30k) on the basis that the Company’s
customers are typically large companies and there is a long-standing relationship and history of
payment by customers so there is a very low history of credit defaults. The Group does have
significant concentrations of credit risk on its trade receivables, with the largest debtor/contracted
asset amounting to £296k (2023: £586k).
Credit risk arising from cash and cash equivalents held with banking institutions is controlled by using
only good rated Institutions as presented in the table. Nevertheless, the economic challenges created
by global events might result in a strain on the liquidity of the individual banking institutions. As such
the company follows the developments in the financial markets closely. As a consequence, a more
even allocation of funds between the different banks might be adopted and we will consider
reallocation of funds to better rated institutions in case of larger changes in credit rating by more
than one of the big credit rating agencies (such as Moody’s, S&P, Fitch). Due to fluctuating cash
flows we inevitably need to hold a larger amount of cash deposits to fund the operational business
requirements and only limited risk mitigation is possible here.
Group
Company
Group
Company
2024
2024
2023
2023
£’000
£’000
£’000
£’000
Barclays plc
976
776
1,789
90
Commerzbank AG
118
–
149
–
Other
34
–
89
–
1,128
776
2,027
90
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
72
Proteome Sciences plc
24 FINANCIAL INSTRUMENTS continued
Company
The Company is exposed to credit risk on loans provided to related parties. At the reporting date, the
largest exposure was represented by the carrying value of loans to Proteome Sciences R&D GmbH
& Co. KG of £8.0m. At 31 December 2024, the carrying value of loans owed by Electrophoretics
Limited to the Company was £0.03m (2023: £0.04m), of loans owed by subsidiaries to the Company
was £7.3m (2023: £7.4m). Refer to Note 15 for further detail.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange
rates and interest rates (see below).
Fair value and cash flow interest rate risk
The Group is exposed to cash flow interest rate risk from long term borrowings. The level of borrowings
is determined by the capital requirements of the Group as it was operational in a net cash outflow
position. As such usual gearing ratios to assess debt risk levels are not applicable.
Borrowings are managed centrally under direct involvement and supervision of the Board. All
borrowings are in the functional currency of the Group.
Interest rate risk management
The Group is exposed to interest rate risk arising from its short-term borrowings, details of which are
set out in note 18(b).
The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the
liquidity risk management section of this note.
Interest rate sensitivity analysis
The Group analyses interest sensitivity on a yearly basis. The sensitivity analysis below has been
determined based on the exposure to floating rate liabilities. The analysis is prepared assuming the
amount of liability outstanding at balance sheet date was outstanding for the whole year. A 0.5%
increase or decrease is used when reporting interest rate risk internally to key management personnel
and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 0.5% higher and all other variables were held constant, the Group’s profit
for the year ended 31 December 2024 would have decreased by £64k (2023: £43k), for a decrease
of 0.5% in interest rate the profit would have increased by the same amount.
Foreign exchange risk
Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to
exchange rate fluctuations arise. The Group’s principal exposure is to movement in the Euro exchange
rate, but it anticipates that a significant proportion of its future income will be received in this currency,
thus helping to reduce its exposure in this area.
Foreign currency sensitivity analysis
The Group is mainly exposed to the currency of Germany (the Euro) and of the US (the US dollar).
The Group’s companies hold asset and liabilities denominated in different currencies than their
functional currency. As the nature of these assets is in their majority short term and usually any assets
held in a foreign currency are used to match liabilities denominated in this currency the overall effect
of any currency fluctuations does not result in a material exposure to foreign exchange risk. Therefore,
a foreign currency sensitivity analysis is not considered to be appropriate.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
73
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Financial Statements
24 FINANCIAL INSTRUMENTS continued
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built
an appropriate liquidity risk management framework for the management of the Group’s short,
medium and long-term funding and liquidity management requirements. The Group manages liquidity
risk by maintaining adequate reserves and borrowing facilities, by continuously monitoring forecast
and actual cash flows and by matching the maturity profiles of financial assets and liabilities.
Liquidity and interest risk tables
The following tables detail the Group and Company’s remaining contractual maturity for its
non-derivative financial liabilities including both interest and principal cash flows and the interest
rates applied. The tables have been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Group and Company can be required to pay.
Payments relating to lease liabilities under IFRS 16 are shown under note 26.
Between
Between
Between
Up to 3
3 and 12
1 and 2
2 and 5
Over
months
months
years
years
5 years
As at December 2024 £’000
£’000
£’000
£’000
£’000
Trade and other payables* 780
–
–
–
–
Loans and borrowings 12,631
–
250
–
–
Short term lease 2
7
–
–
–
Total 13,413
7
250
–
–
* Including accruals, other provisions and contract liabilities
Liquidity risk management
Between
Between
Between
Up to 3
3 and 12
1 and 2
2 and 5
Over
months
months
years
years
5 years
As at December 2023 £’000
£’000
£’000
£’000
£’000
Trade and other payables 559
70
–
–
–
Loans and borrowings 11,235
–
–
–
–
Short term lease 2
7
–
–
–
Total 11,796
77
–
–
–
There are pension provisions existing for the German entity of the Group, which amounted at
31 December 2024 to £0.42m (2023: £0.42m), which can result in future Cash outflows from the
Group.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
74
Proteome Sciences plc
25 RELATED PARTY TRANSACTIONS
(a) Transactions between the Company and its subsidiaries, which are related parties, have been
eliminated on consolidation and were as follows:
1) Loans advanced to subsidiary undertakings:
Proteome
Electrophoretics
Sciences R&D
Ltd
Total
£’000
£’000
£’000
At 1 January 2023
7,549
1,590
9,139
Provision for impairment
–
–
At 31 December, 2023
7,549
1,590
9,139
At 1 January 2024
7,549
1,590
9,139
Loan repayment in the year
–
60
60
At 31 December, 2024
7,549
1,530
9,079
2) Loan from subsidiary undertaking:
At 1 January, 2023
318
292
610
Loan advances during the year
–
(242)
(242)
Exchange adjustment
(7)
–
(7)
At 31 December, 2023
311
50
361
At 1 January, 2024
311
50
361
Loan advances during the year
–
(10)
(10)
Exchange adjustment
(14)
(40 )
(54)
At 31 December, 2024
297
–
297
Further details of the Company’s shares in and loans to its subsidiary undertakings are set out
in note 15.
(b) C.D.J. Pearce, a Director of the Company and therefore a related party, has made a loan facility
available to the Company full details of which are set out in note 18b.
(c) M Diggle, a Director of the Company is also a Director of Vulpes Investment Management (VIM)
and is therefore a related party, Vulpes Investment Management Testudo Fund has made a loan
facility available to the Company details of which are set out in note 18c.
(d) Details of the remuneration of the directors is set out in note 10, including details of pension
contributions made by the Company and information in connection with their long-term benefits
is shown in the Directors’ Report under the heading ‘Directors and their interests’.
(e) Key management personnel compensation.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
75
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Financial Statements
25 RELATED PARTY TRANSACTIONS continued
Key management personnel are those persons having authority and responsibility for planning, directing
and controlling the activities of the Group. Key management personnel for the year-ended 31 December
2024 and the comparative period were as follows:
Mariola Söhngen (Chief Executive Officer)
Ian Pike (Chief Scientific Officer)
Richard Dennis (Chief Commercial Officer)
Abdelghani Omari (Chief Financial Officer)
Stefan Fuhrmann (Finance Director)
David Van Meter (Chief Operations Officer)
Christopher Pearce Chairman (Non-Executive Director)
Roger McDowell (Non-Executive Director)
Martin Diggle (Non-Executive Director)
Ursula Ney (Non-Executive Director)
Key management personnel compensation was as follows:
2024
2023
£’000
£’000
Salary
1,168
1,034
National Insurance Contributions
88
87
Other long-term benefits
65
51
Defined benefit scheme costs
–
–
Share based payment expense (relating to directors)
32
195
Consultancy fee
–
–
1,353
1,367
26 LEASES
In the case of the Group there are four leases recognised under IFRS 16 as at 31 December 2024,
comprising one for the Frankfurt operation of the Group. In August 2023 the Group extended a 5-year
lease contract for the Frankfurt operation, by 2 years until 31 December 2026. A lease for a mass
spectrometry instrument located in Frankfurt started in November 2021 and ends after 4 years in
November 2025. The Group additionally entered into a building lease for its US operations starting
in August 2023 and ending in July 2027, with an early termination option after 2 years. Furthermore,
the Group entered into a lease of equipment for its US operations in October 2023, with the lease
ending in December 2028.
The rental lease and the resulting right-of-use asset is classified as land and buildings the laboratory
instrument lease is classified as fixture and fittings. Both leases do not contain variable elements or
break out clauses. Similarly, there are no special restoration clauses attached, there are no restrictions
or covenants in place and they do not include an option for a sale and lease back transaction.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
76
Proteome Sciences plc
26 LEASES continued
Lease liabilities are measured at the present value of the contractual payments due to the lessor over
the term of the lease term, with the discount rate determined by reference to the Groups internal rate
of return, as there is no inherent rate to the lease readily determinable. The internal rate of return
(ICR) which is the Barclays interbank rate for the year + 2.5%, (overall 6.00%) which was applied
over the duration of the lease reflecting the refinancing rate agreed for the loans made available by
its major shareholders, which are its main source of external finance and reflects the incremental
borrowing rate.
Right-of-use asset
Land and
buildings
Equipment
Total
£’000
£’000
£’000
At 1 January 2024
828
1,697
2,525
Amortisation
(229)
(458)
(687)
Foreign exchange movements
(33)
(15)
(48)
At 31 December 2024
566
1,224
1,790
Right-of-use asset
Land and
buildings
Equipment
Total
£’000
£’000
£’000
At 1 January 2023
306
567
873
Additions
701
1,409
2,110
Amortisation
(165)
(196)
(361)
Foreign exchange movements
(14)
(83)
(97)
At 31 December 2023
828
1,697
2,525
Interest on lease liability for the period amounted to £97k (2023: £57k). This results in slightly higher
costs at the beginning of the lease and lower costs at the end of the lease in comparison to the
actual lease payments.
Lease Liability
Land and
buildings
Equipment
Total
£’000
£’000
£’000
At 1 January 2024
821
1,419
2,240
Additions
–
–
–
Interest accruing for the year
55
42
97
Lease payments
(298)
(394)
(692)
Foreign exchange movements
(10)
6
(4)
At 31 December 2024
568
1,072
1,641
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
Proteome Sciences plc
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Financial Statements
26 LEASES continued
Land and
buildings
Equipment
Total
£’000
£’000
£’000
At 1 January 2023
249
404
653
Additions
752
1,409
2,161
Interest accruing for the year
45
12
57
Lease payments
(219)
(334)
(553)
Foreign exchange movements
(6)
(72)
(78)
At 31 December 2023
821
1,419
2,240
Maturity analysis of discounted lease payments
Between
Between
Between
Up to 3
3 and 12
1 and 2
2 and 5
Over
months
months
years
years
5 years
As at December 2024 £’000
£’000
£’000
£’000
£’000
Lease liabilities 156
446
487
552
–
Between
Between
Between
Up to 3
3 and 12
1 and 2
2 and 5
Over
months
months
years
years
5 years
As at December 2023 £’000
£’000
£’000
£’000
£’000
Lease liabilities 152
457
593
1,038
–
Information of the right-of-use asset and its amortisation are represented in note 14 as well.
The rent for the UK office, which amounts to a total liability of £9k, is not considered a lease under
IFRS 16 because there is no control over the asset.
27 CAPITAL COMMITMENTS
At 31 December 2024, the Group had capital commitments of £536k net relating to a lease agreement
commencing March 2025 for an Exploris mass spectrometer.
28 EVENTS AFTER THE BALANCE SHEET DATE
There have been no significant events which have occurred subsequent to the reporting date.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 31 December 2024
NOTICE OF ANNUAL GENERAL MEETING
78
Proteome Sciences plc
Notice is hereby given that the 31st Annual General Meeting of Proteome Sciences plc will be held at
the offices of Allenby Capital Limited, 5 St Helen’s Place, London, EC3A 6SB on Friday 16 May 2025 at
12 noon, and, if thought fit, passing the following Resolutions of which numbers 1 to 5 will be proposed
as Ordinary Resolutions and number 6 will be proposed as a Special Resolution.
1
To receive the financial statements and the reports of the directors and of the auditors for the year
ended 31 December 2024.
2
To re-appoint Dr Ian Pike as a director of the Company in accordance with Article 109(b) of the
Articles of Association of the Company.
3
To re-appoint Matin Diggle as a director of the Company in accordance with Article 109(b) of the
Articles of Association of the Company.
4
To re-appoint Cooper Parry Group Limited as auditors of the Company in accordance with
section 489 of the Companies Act 2006 until the conclusion of the next general meeting of the
Company at which audited accounts are laid before the members and to authorise the directors to
fix their remuneration.
5
THAT in substitution for all existing authorities the directors of the Company be and are hereby
authorised generally and unconditionally pursuant to and in accordance with section 551 of the
Companies Act 2006 to exercise all the powers of the Company to allot shares or to grant rights to
subscribe for or convert any security into shares in the Company up to an aggregate nominal amount
of £983,841.79 until the conclusion of the next Annual General Meeting of the Company or 30 June
2026, whichever is the earlier, but so that this authority shall allow the Company to make offers or
agreements before the expiry of this authority which would, or might, require shares to be allotted or
rights to subscribe for or to convert securities into shares to be granted after such expiry.
6
THAT subject to, and upon Resolution 5 above, having been passed and becoming effective, the
directors be and are hereby authorised and empowered pursuant to section 570 of the Companies
Act 2006 (the “Act”) to allot equity securities, as defined in section 560 of the Act, as if section 561(1)
of the Act did not apply to any such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer by way of a rights issue, or any other
pre-emptive offer, to the holders of ordinary shares i n proportion (as nearly as may be) to their
respective holdings of ordinary shares on a record date fixed by the directors and to the holders
of other equity securities as required by the rights of those securities or as the directors otherwise
consider necessary but subject to such exclusions or other arrangements as the directors may
deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates,
legal or practical problems in or under the law of any territory or the requirements of any
regulatory body or stock exchange; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) of equity securities which are or are
to be wholly paid up in cash up to an aggregate nominal amount of £590,364.11.
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(Registered in England and Wales No: 02879724)
and provided further that the authority and power conferred by this Resolution shall expire at the
conclusion of the next Annual General Meeting of the Company or on 30 June 2026, whichever is
the earlier, unless such authority is renewed or extended at or prior to such time, save that the
Company may before such expiry make any offer, agreement or other arrangement which would or
might require equity securities to be allotted after the expiry of this authority and the directors may
then allot equity securities in pursuant of such an offer or agreement as if the authority and power
hereby conferred had not expired.
By order of the Board
Victoria Birse
Company Secretary
9 April 2025
Registered office
Coveham House
Downside Bridge Road
Cobham,
Surrey
KT11 3EP
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Notice of Meeting Notes:
The following notes explain your general rights as a shareholder and your right to attend and vote at this
Meeting or to appoint someone else to vote on your behalf
1.
To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company
of the number of votes they may cast), shareholders must be registered in the Register of Members of
the Company at close of trading on 14 May 2025 Changes to the Register of Members after the relevant
deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
2. Executive directors’ service agreements and copies of the terms and condition of appointment of non-
executive directors will be available for inspection at the registered office of the Company from the date
of this notice and at the AGM venue for 15 minutes prior to the commencement of the meeting.
3. Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to
attend and to speak and vote on their behalf at the Meeting. A shareholder may appoint more than one
proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a
different ordinary share or ordinary shares held by that shareholder. A proxy need not be a shareholder
of the Company.
4.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will be accepted. Seniority is determined by the order
in which the names of the joint holders appear in the Company’s Register of Members in respect of the
joint holding (the first named being the most senior).
5.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of
votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting
at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any
other matter which is put before the Meeting.
6. Electronic voting - via Investor Centre
•
Investor Centre is a free app for smartphone and tablet provided by MUFG Corporate Markets (the
company's registrar). It allows you to securely manage and monitor your shareholdings in real time,
take part in online voting, keep your details up to date, access a range of information including
payment history and much more. The app is available to download on both the Apple App Store and
Google Play, or by scanning the relevant QR code below. Alternatively,you may access the Investor
Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/.
•
You may request a hard copy form of proxy directly from the registrars, MUFG Corporate Markets via
email at shareholderenquiries@cm.mpms.mufg.com or on 0371 664 0300. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding
public holidays in England and Wales.
•
in the case of CREST members, by utilising the CREST electronic proxy appointment service in
accordance with the procedures set out below.
In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form of
proxy must be received by MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, LEEDS,
LS1 4DL by 12 noon on 14 May 2025.
7.
If you return more than one proxy appointment, either by paper or electronic communication, the
appointment received last by the Registrar before the latest time for the receipt of proxies will take
precedence. You are advised to read the terms and conditions of use carefully. Electronic communication
facilities are open to all shareholders and those who use them will not be disadvantaged.
NOTICE OF ANNUAL GENERAL MEETING
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8.
The return of a completed form of proxy, electronic filing or any CREST Proxy Instruction (as described
in note 11 below) will not prevent a shareholder from attending the Meeting and voting in person if he/she
wishes to do so.
9.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures
described in the CREST Manual (available from www.euroclear.com). CREST Personal Members or other
CREST sponsored members, and those CREST members who have appointed a service provider(s),
should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate
action on their behalf.
10. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate
CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with
Euroclear UK & International Limited’s specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message must be transmitted so as to be received
by the issuer’s agent (ID RA10) by 12 Noon on 14 May 2025. For this purpose, the time of receipt will be
taken to mean the time (as determined by the timestamp applied to the message by the CREST application
host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
11. CREST members and, where applicable, their CREST sponsors or voting service providers should note
that Euroclear UK & International Limited does not make available special procedures in CREST for any
particular message. Normal system timings and limitations will, therefore, apply in relation to the input of
CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system
providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
12. Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel
instruction, the proxy will bote as they think fit or, at their discretion, withhold the voting.
13. Any corporation which is a shareholder can appoint one or more corporate representatives who may
exercise on its behalf all of its powers as a shareholder provided that no more than one corporate
representative exercises powers in relation to the same shares.
14. As at 9 April 2025 (being the latest practicable business day prior to the publication of this Notice), the
Company’s ordinary issued share capital consists of 295,182,056 ordinary shares, carrying one vote
each. Therefore, the total voting rights in the Company as at 9 April 2025 are 295,182,056.
15. Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be
answered any such question relating to the business being dealt with at the Meeting but no such answer
need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the
disclosure of confidential information; (b) the answer has already been given on a website in the form of
an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the
Meeting that the question be answered.
16. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006)
provided in either this Notice or any related documents to communicate with the Company for any
purposes other than those expressly stated.
NOTICE OF ANNUAL GENERAL MEETING
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Explanatory notes on the resolutions:
Resolutions 1 to 5 (inclusive) are ordinary resolutions; 6 is a special resolution. To be passed, ordinary
resolutions require more than 50% of votes cast to be in favour of the resolution whilst special resolutions
require at least 75% of the votes cast to be in favour of the resolution. Votes withheld do not count towards
the total votes cast for or against a resolution.
Resolution 1
The directors must present to members the accounts and the reports of the directors and auditors in respect
of each financial year.
Resolution 2 and 3
Under the provisions of Article 109(b) of the Articles of Association of the Company directors are required to
retire at the third Annual General Meeting after they were last elected or re-elected. Accordingly, resolutions
2 and 3 which are being proposed as separate resolutions deal with the proposed re-appointment of those
directors due to retire by rotation at this meeting, namely Ian Pike and Martin Diggle.
The Board has no hesitation in recommending the re-appointment of the Directors to shareholders. In making
these recommendations, the Board confirms that it has given careful consideration to the Board’s balance of
skills, knowledge and experience and is satisfied that each of the Directors putting themselves forward for
election has sufficient time to discharge their duties effectively, taking into account their other commitments.
Resolution 4
Cooper Parry Group Limited are being proposed for re-appointment as the auditors of the Company until the
conclusion of the next general meeting at which accounts are presented. The directors are to be given
authority to fix the remuneration of the auditors.
Resolution 5
The Company's power to issue additional securities is exercised by the directors. The directors must be
authorised by ordinary resolution of the shareholders to exercise that power. The resolution will give the
directors a general authority to allot shares up to an aggregate nominal value of £983,841.79 being the
equivalent of one-third of the Company’s issued ordinary share capital at the date of this notice. The authority
shall expire at the next Annual General Meeting or on 30 June 2026, whichever is earlier.
Resolution 6
The directors are seeking the annual renewal of this authority in accordance with best practice and to ensure
the Company has maximum flexibility in managing its capital resources.
When shares are to be allotted for cash, Section 561 of the Companies Act 2006 provides that existing
shareholder have pre-emption rights and that any new shares are offered first to such shareholders in
proportion to their existing shareholdings. This resolution is seeking to authorise the directors to allot shares
of up to an aggregate nominal amount of £590,364.11 otherwise than on a pro-rata basis. This represents
approximately 20% of the Company’s issued share capital at the date of this notice. The authority shall expire
at the next Annual General Meeting or on 30 June 2026, whichever is earlier.
The directors are seeking the annual renewal of this authority in line with the authorities granted to dis-apply
the pre-emption provisions in previous years and to ensure the Company has maximum flexibility in managing
its capital resources.
(Registered in England and Wales No: 02879724)
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