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REG - Nuformix PLC - Annual Results for period ended 30 September 2024

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RNS Number : 0302V  Nuformix PLC  29 January 2025

29 January 2025

Nuformix plc

("Nuformix" or the "Company")

Annual Results for the period ended 30 September 2024

Nuformix plc (LSE:NFX), a pharmaceutical development company targeting unmet
medical needs in fibrosis and oncology via drug repurposing, announces its
audited results for the year ended 30 September 2024.

Non-Executive Directors' Statement

Introduction

The key priority for the Directors is to focus on the Company's NXP002 lead
programme to find a business development partner to secure the financial
future of the Group. The Group operates a lean structure with the limited
Board and brings in specialist consultants, experts in their field, to support
the business as required.

Pipeline

Nuformix has a small pipeline of preclinical assets in development to address
the high unmet medical need in fibrosis and oncology. We target solutions
using our expertise to develop and file patent applications on novel
crystalline forms of existing, marketed drugs, that have improved physical
properties, with the aim of developing novel products in new indications to
create attractive commercial opportunities. Importantly, the commercial
opportunity is optimised when the repurposed product is differentiated from
the original marketed product by way of either dose, route of administration
or presentation.

Drug repurposing is a well-known and successful strategy for enhancing the
therapeutic and commercial value of marketed drugs. Such development
strategies typically offer a greater probability of success compared to
developing newly discovered drugs. This is due to the existing data that has
been generated on the marketed drug, which can serve as an evidence-base for
safety and efficacy in envisaged novel products. This existence of data may
also result in lower overall development costs, shorter development timelines
and reduced risk in development.

The Group's business model is to take its assets through key value inflection
points before partnering or licensing its IP. We conduct R&D activities
through out-sourcing, to enable access to different types of expertise that
are needed for effective R&D and to minimise our operational costs. The
Group has a strong network of external contractors, with whom we have had
relationships over many years.

NXP002 (novel proprietary form of tranilast) - Idiopathic Pulmonary Fibrosis
("IPF")

NXP002 is the Group's lead asset and a potential novel inhaled treatment for
IPF, PPF and other progressive fibrosing interstitial lung diseases ("ILD").
NXP002 is a proprietary, new form of the drug tranilast with enhanced physical
properties that allow delivery direct to the lung via nebulisation.

There are more than 200 types of ILD, which are characterised by varied
amounts of inflammation, scarring, or both, that damage the lung's ability to
absorb oxygen. IPF is the most well-known form of ILD, affecting approximately
100,000 patients per year in the US. Progressive Pulmonary Fibrosis ("PPF"),
previously referred to as Progressive Fibrosing ILD (PF-ILD), is a larger and
even more poorly served segment of the ILD market, affecting approximately
200,000 patients per year in the US.

IPF and PPF are devastating lung diseases associated with a higher mortality
rate than many cancers with median survival of 3-5 years. Thus, IPF and PPF
represent a high unmet medical need such that the requirement for improved
treatment options represents what the Directors believe to be a significant
commercial opportunity. IPF is classified as a rare disease and presents a
global commercial market that is forecast to grow to US$6.45bn by 2031. Sales
of standard-of-care ("SoC") therapies OFEV and Esbriet (now off patent)
achieved US$3.5bn and US$0.8bn respectively in 2022.

Tranilast has a long history of safe use as an oral drug for asthma, keloids
and hypertrophic scarring, but while there is growing evidence that supports
its potential use in other fibrotic conditions, including IPF, a combination
of poor physicochemical properties, variable pharmacokinetics and challenging
pharmacodynamics following oral delivery limit its potential use in ILDs.
NXP002 is differentiated as it is a patent protected, novel form of tranilast
that has been optimised for formulation and delivery direct to the lungs by
inhalation, potentially overcoming the issues using tranilast orally as a
chronic treatment for fibrosing ILDs.

NXP002 as a potential treatment for IPF, is a likely candidate for Orphan Drug
Designation, which could provide additional product protection and
exclusivities against potential future competitors in addition to product
development advantages.

The inhalation route is a well-known delivery strategy for the treatment of
lung diseases to yield greater efficacy and reduce systemic, off-target
side-effects compared to oral treatment. Discontinuation of treatment in IPF
and PPF patients is currently an issue in the treatment of these diseases with
discontinuation rates for current SoCs up to 80% in certain patient groups due
to, in part, their debilitating systemic side effects. The Directors believe
effective inhalation therapies offer the potential to overcome these
limitations of oral therapies.

The positioning of NXP002 as an inhaled treatment for IPF and PPF could be
either as added to SoC treatments or administered as a monotherapy for
patients non-responsive to SoCs and those declining these therapies due to
side effects which significantly impact their quality of life.

The preclinical inhalation strategy, initiated by the Company, has
significantly progressed NXP002 demonstrating:

 ·   drug can be delivered in-vivo by a range of nebulisers at the optimum droplet
     size for delivery to the deep lung;
 ·   very high doses of drug appear to be well-tolerated; and
 ·   an in-vivo inhalation dose response was observed across both inflammation and
     fibrosis biomarkers that is consistent with all ex-vivo human IPF tissue
     studies to date.

The Company conducted studies in a new iteration of a 3D human IPF lung tissue
model, that has been advanced to significantly reduce output variability,
offering greater disease and species relevance. The results for NXP002 alone
and in combination with current SoC's, can be summarised as follows:

 ·   NXP002 is well tolerated in ex-vivo human lung tissue with no signs of
     toxicity events;
 ·   NXP002 alone delivers a strong, consistent anti-fibrotic and anti-inflammatory
     effect as demonstrated by modulation of the release of multiple biomarkers of
     fibrosis and inflammation;
 ·   both high and low concentrations of NXP002 show an additive anti-fibrotic and
     anti-inflammatory effect to SoC;
 ·   in particular, the higher concentrations of NXP002 with SoC's deliver a near
     complete ablation of fibrosis biomarker release, yet at lower concentrations
     than have been seen in other preclinical models to date; and
 ·   the clear, pronounced additive benefit of NXP002 on top of SoCs observed
     suggests that NXP002 will provide additional efficacy, even in patients
     responding to SoC therapy.

This raises the possibility that NXP002 targets additional disease pathways to
SoC's when increasing the combined anti-fibrotic and anti-inflammatory
response. Following success in suppressing biomarkers of fibrotic disease
progression in human IPF lung tissue, the same samples were analysed to assess
additional mechanistic and anti-inflammatory benefits on top of SoC's and the
results are summarised as follows:

 ·   NXP002 alone delivers a strong, consistent anti-inflammatory effect as
     demonstrated by suppression of the release of inflammatory cytokines by over
     90% for all cytokines studied; and
 ·   the results further suggest that NXP002 may provide additional efficacy in
     combination with SoC's, even in patients not responding to SoC therapy alone.

Nuformix has developed a Target Product Profile ("TPP") that is consistent
with twice daily inhalation administration. To assess NXP002's duration of
action in relation to the TTP, the Company initiated work in an exploratory
model using healthy human lung tissue. The model also bridges the Company's
successful preclinical work across a variety of LPS-challenge studies. The
results are summarised as follows:

 ·   NXP002 suppresses the release of inflammatory cytokines by healthy human lung
     tissue following LPS challenge; and
 ·   a strong anti-inflammatory effect remains at 12 hours post drug dosing
     demonstrated by continued suppression of the release of inflammatory cytokines
     following LPS challenge, confirming NXP002 has a suitable duration of action
     to support its TTP of twice daily dosing.

The Board continues to believe NXP002 offers a potentially significant
treatment of progressive fibrosing ILDs, including IPF and PPF, and is focused
on generating data and initiating and further developing discussions with
potential partners that may support its efforts to secure a licencing or
option agreement for NXP002.  As a consequence, the following activities are
being prioritised:

 ·   make the submission for Orphan Drug Designation for NXP002 in the treatment of
     idiopathic pulmonary fibrosis and progressive pulmonary fibrosis;
 ·   invest in maintenance and prosecution of key NXP002 IP;
 ·   work with industry experts and key opinion leaders to create a clinical
     development strategy, cost and timeline; and
 ·   drive forward partnering discussions with multiple parties with the aim of
     securing a licencing or option agreement.

NXP004 (novel forms of olaparib) - Oncology

The Group discovered novel forms of olaparib, a drug currently marketed by
AstraZeneca, as Lynparza®. Lynparza® was approved for the treatment of
adults with advanced ovarian cancer and deleterious or suspected deleterious
germline BRCA mutation and has since secured similar approvals in breast,
pancreatic and prostate cancers. These approvals have propelled Lynparza®
sales to US$2.6bn in 2022 with industry analysts forecasting annual sales of
US$9.7bn by 2028.

Subsequently, further preformulation and in-vitro studies allowed Nuformix to
identify lead cocrystals to be progressed for further development. Results
from in vitro dissolution studies demonstrated that the two lead NXP004
cocrystals out-performed Lynparza®, both in terms of rate and extent of
dissolution and release of olaparib.

Enhancement of dissolution in the currently marketed formulation of Lynparza®
resulted in improved bioavailability versus the initial marketed product.
Therefore, the Directors believe that NXP004 may offer potential to further
increase olaparib's bioavailability. In addition, the Directors believe that
the potential simplicity of NXP004-based formulations may offer improvements
in product cost-of-goods versus the currently marketed product, which requires
complex manufacturing methods.

The Directors believe that these attributes position NXP004 for applications
in line-extensions for the currently marketed product, or for possible
development in future first-to-generic product opportunities.

Currently however, NXP002 is the Company's priority.

NXP001 (new form of aprepitant) - Oncology

NXP001 is a proprietary new form of the drug aprepitant that is currently
marketed as a product in the oncology supportive care setting (chemotherapy
induced nausea and vomiting) initially exclusively licensed to Oxilio Limited
("Oxilio") for oncology indications. Oxilio has now acquired ownership of
Nuformix's NXP001 patent portfolio. Nuformix retained rights to receive
further development milestones and royalties capped at £2 million per year
under the terms of acquisition.

Fundraising

Post-period end, on 4 November 2024 , the Company completed a placing (the
"Placing") of 440,000,000 new ordinary shares and a subscription for
160,000,000 new ordinary shares to raise gross proceeds of £300,000 at a
price of 0.05 pence per share (the "Issue Price") (the "Fundraise"). The
Issue Price was below the 0.1 pence nominal value of the existing ordinary
shares therefore a share capital reorganisation ("Reorganisation") was
conducted. The new shares represent 42% of the enlarged share capital.

The Placing was arranged by CMC Markets.  The Company also issued 26,400,000
'broker' warrants to CMC Markets, giving them the right to acquire such number
of new ordinary shares at an exercise price of 0.05 pence for a period of
two years from the date of admission, being 5 November 2024.

The net proceeds of the Fundraise are being used by the Company primarily to
drive forward partnering discussions for its NXP002 programme, as well as to
provide funding for general corporate purposes.

Future fundraising will be required in order to provide sufficient time to
conclude business development discussions in respect of NXP002.

Business Development

The Group is focused on generating data and initiating or further developing
discussions with potential partners that may support its efforts to secure a
licensing or option agreement for NXP002, which is required to provide
longer-term financial stability for the Group.

Summary and Outlook

The strategy of the Group is to optimise value from NXP002, its lead asset,
while maintaining tight control of costs. The proceeds from the post-period
Fundraise have enabled the Group to seek submission of an Orphan Drug
Designation for NXP002 and continue with business development activities as
set out above.

We would like to thank all stakeholders and in particular our shareholders for
their continued support and we look forward to the remainder of the year and
beyond with confidence that significant value can be realised from our
portfolio of assets over time.

 Julian Gilbert          Madeleine Kennedy
 Non-Executive Chairman  Non-Executive Director
 28 January 2025         28 January 2025

 

Enquiries:

 Nuformix plc
 Dr Dan Gooding, Executive Director  Via IFC Advisory

 CMC Markets
 Douglas Crippen                     +44 (0) 20 3003 8632

 IFC Advisory Limited
 Tim Metcalfe                        +44 (0) 20 3934 6630

 Zach Cohen                          nuformix@investor-focus.co.uk

 

About Nuformix

Nuformix is a pharmaceutical development company targeting unmet medical needs
in fibrosis and oncology via drug repurposing. The Company aims to use its
expertise in discovering, developing and patenting novel drug forms, with
improved physical properties, to develop new products in new indications that
are, importantly, differentiated from the original (by way of dosage, delivery
route or presentation), thus creating new and attractive commercial
opportunities.  Nuformix has a pipeline of preclinical assets with potential
for significant value and early licensing opportunities.

 

Strategic Report

Review of the Business

A review of the period of these accounts is given in the Non-Executive
Directors' Statement on pages 4 to 8.

Risks and uncertainties

The Group's risk management policy is regularly reviewed and updated in line
with the changing needs of the business. Risk is inherent in all business. Set
out below are certain risk factors which could have an impact on the Group's
long-term performance and mitigating factors adopted to alleviate these risks.
This does not purport to be an exhaustive list of the risks affecting the
Group.

The primary risks identified by the Board are:

Strategic risks

· Funding the business

The biotechnology and pharmaceutical industries are very competitive, with
many major players having substantial R&D departments with greater
resources and financial support. The Group aims to execute licensing deals
early in the development process in order to generate revenue to support the
business. The Group's lead asset is targeted towards IPF, a disease area where
there is good precedent for licensing deals at early stages of development.
Without licensing revenue, reliance falls on raising funds from investors or
potential M&A opportunities. Failure to generate additional funding from
these sources, if required, would compromise the Group's ability to achieve
its strategic objectives as set out in the outlook on page 6.

There is a material uncertainty around achieving an early licensing deal for
NXP002 and raising additional funds. However, it is the Directors' reasonable
expectation that the Group can achieve an out-licensing agreement or further
fundraising and therefore can state that it has adequate resources to continue
to operate as a going concern for at least twelve months from the date of the
approval of the accounts. In forming this assessment, the Directors have
prepared cashflow forecasts covering the period ending 31 March 2026 that
take into account the likely run rate on overheads and research and
development expenditure and the prudent expectations of income from
out-licensing rights to its programmes or a fundraising.

· Feasibility of drug candidates

Pharmaceutical R&D is an inherently risky activity and drug candidates can
fail due to a lack of efficacy, lack of potency, unsuitable pharmacokinetic
properties, unacceptable toxicology profile, poor stability of the drug or
formulation, poor performance of the drug product, or other technical issues
unforeseen at the time of candidate selection. This is the main reason that
conventional pharmaceutical R&D takes many years and billions of dollars
to progress a drug from discovery through to an approved medicine. It is
possible that the drug candidates selected by the Group are found to be non-
viable for further development although the Group's model of repurposing and
working on known drugs allows us to mitigate this risk to a certain extent.

· Failure to generate and protect our IP

If our IP rights are not adequately secured or defended against infringement,
or conversely become subject to infringement claims by others, commercial
exploitation could be completely inhibited. The Group constantly monitors its
patents and is prepared to defend them rigorously.

By virtue of conducting research on known drugs, competitors may file patent
applications on the same drugs as the Group, and thus there is a risk of
securing new granted patents. There is a delay of up to 18 months in
publishing patent applications and thus it is not always known whether the
Group's inventions will be novel. This is mitigated through knowledge and
expertise in identifying new IP and promptly filing patent applications.

· Unrealistic goals and timeframes

The Board has a duty to maintain a realistic view of the chances of success of
products, deals and partnerships. Should this not be managed accurately and
appropriately, the Group and its Board and staff risk financial, business and
reputational damage, whilst its shareholders become exposed to investment risk
and uncertainty over the Group's viability and status. The Board continually
reviews expectations and communications in the public domain to reduce the
risk of misalignment.

· Reliance on partners

To progress the development of a drug candidate requires resources, financial
and otherwise, that are not necessarily available to the Group. The drug
candidates that the Group wishes to develop may be of interest to third
parties capable of providing these resources, so a partnership (e.g., a
co-development partnership) may provide mutual benefits and mitigate risks
for the Group. However, the specific strategic focus of a partner may not
align totally with the Group's objectives. Maintaining a balance in a
partnership is therefore a risk, such as timing, cost sharing, development
decisions. Currently the Group is progressing two of its three pipeline assets
without external co-development partners and thus this risk is currently
minimised.

Operational risks

· Management, employees, consultants and contractors

With a fully virtual Group operating model with a reliance on consultants and
contractors, the Group's ability to manage day to day tasks and its
relationships with its customers and suppliers could be undermined by failure
to recruit key personnel. The Group endeavours to offer attractive
remuneration and a positive working environment for all people involved in its
projects. The Board are incentivised as detailed in the Directors'
Remuneration Report.

· Business development risks in terms of timing and success of deal flow

The Group seeks to extract value from its existing pipeline through early
licensing deals once sufficient data are generated, to provide revenue.
Generation of more robust data packages will lead to a greater probability of
successful licensing discussions.

· Adapting to the external environment

The ability of the Group to quickly adapt to external events such as a
pandemic may impact the delivery of our strategy. Our primary focus remains
the safety of our employees during any external event impacting the business.
The Group follows Government advice throughout any external event and risks
are also minimised by the Group's virtual business model, allowing the Board
to work remotely and effectively. Close liaison with contractors ensures that
Group projects are progressed according to agreed timelines and costs.

Financial risk management

· Failure to achieve strategic plans or meet targets or expectations

The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure and equity holder returns, taking into
consideration the future capital requirements of the Group and capital
efficiency, prevailing and projected profitability, projected operating cash
flows, projected capital expenditures and projected strategic investment
opportunities. Further detail on the Group's risk management policies and
procedures are set out in Note 18 of the financial statements.

Financial Highlights

· Net assets at year-end (12 months) of £715,571 (2023: £4,195,034) which
includes £20,210 cash at bank (2023: £202,548)

· The Group delivered a loss on ordinary activities (after tax credit) for
the 12 months of £3,641,487 (2023: loss of £859,467) and a loss per share of
0.46p (2023: 0.12p). The reported loss is driven mainly by costs related to
the further development of pipeline assets and the impairment of goodwill.

Future outlook

The Non-Executive Directors' Statement on pages 4 to 8 gives information on
the outlook of the Group.

Performance

The following are the key performance indicators ("KPIs") considered by the
Board in assessing the Group's performance against its objectives. These KPIs
are:

Financial KPIs

The Group is currently at a stage where the Board considers availability of
cash to fund the planned R&D activities to be the primary KPI. At 30
September 2024 cash balances totalled £20,210 (2023: £202,548). The Board
will consider introducing additional KPIs to monitor the Group's development
as they become relevant in the future.

· Meeting financial targets:

The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure, taking into consideration the future
capital requirements of the Group and capital efficiency, prevailing and
projected profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities. Further detail
on the Group's risk management policies and procedures are set out in Note 18
of the financial statements.

· Revenue from agreements:

During the period of these accounts, activities are underway to progress an
early licensing deal, to provide revenue though none was received in the
period.

Non-Financial KPIs

· Progress of Lead Programmes:

The Group strategy is to generate revenue streams through applying and further
developing its IP to produce proprietary product opportunities for short-term
development and early out-licensing opportunities. Thus, progression of its
assets towards licensing is crucial to the business. The Group's focus is on
NXP002 and developing marketing materials to best leverage existing data to
progress out-licensing discussions.

· Progression of Out-Licensed Programmes:

During the period, the Group announced that it had achieved the second
milestone according to its updated NXP001 exclusive licensing agreement
with Oxilio Ltd ("Oxilio") and received the associated payment.

· Progression of Patents and Intellectual Property:

NXP002: NXP002 is the Company's lead asset and a potential novel inhaled
treatment for Idiopathic Pulmonary Fibrosis ("IPF"). The Group's focus has
been, and continues to be, investing in the maintenance and prosecution of key
NXP002 intellectual property and driving forward partnering discussions with
multiple parties with the aim of securing an out-licence or option agreement
for NXP002.

 

The Company holds multiple NXP002 patents with progression of its patents
during the period summarised as follows:

· NXP002 Substance of Matter: Following a grant in the US,, the Japanese
and European Patent Offices formally issued grants of the patent covering
the Company's proprietary NXP002 drug form being progressed by the Company as
a potential novel IPF treatment.

· NXP002 Method of Use: The US PTO issued a grant of patent application
17/365,490 on 14 June 2024, covering use of the Company's proprietary drug
forms in the treatment of various diseases including fibrotic lung diseases.

· NXP002 Compositions for Treatment: This patent is in national filing
stages and proceeding through examination.

During the period, appropriate respiratory disease conferences were attended
to confirm the likely interest and positioning of NXP002 with potential
licensing partners. As a consequence, discussions with potential partners have
been initiated and are ongoing.

 

NXP004: While NXP004 is not currently a priority for the Company, we continue
to invest in and develop its intellectual property. On 14 June 2024 the US
Patent and Trademark Office ("PTO") granted the Company patent number
12012386 covering the lead cocrystals under development, representing the
first granted patent in this second NXP004 cocrystal series.

 

Section 172

The Board considers the interests of the Group's employees and other
stakeholders, including the impact of its activities on the community,
environment and the Group's reputation, when making decisions. The Board
ensures that its decisions offer the best chance to promote the success of the
Group as a whole and consider the likely and long-term consequences for all
stakeholders, particularly (though not exclusively) considering the following:

 

 ·   How the views and interests of all stakeholders were represented in the
     boardroom during the period of these accounts. Open and honest discussion at
     Board level considers the impact on the Group's stakeholders when reviewing
     items flowing to the Board as part of its activities, whether this is
     reviewing strategy, budget or a business development opportunity.

 ·   Given the size and stage of development of the Group, the Board has not
     formally adopted a mechanism to obtain stakeholder feedback. However, the
     Group's Directors can be contacted at info@nuformix.com
     (mailto:info@nuformix.com) should any stakeholders wish to contact the Group
     and shareholders may contact the Company's investor relations adviser, IFC
     Advisory Limited, at nuformix@investor-focus.co.uk
     (mailto:nuformix@investor-focus.co.uk) .

 ·   The Group's strategy and business model detailed in the Non-Executive
     Directors' Statement, on pages 4 to 8.

 ·   How the Group manages risks, on pages 9 to 14.

 ·   Corporate governance including how governance supported the delivery of our
     strategic objectives in this period.

Carbon Reporting

The Group has opted not to include any Streamlined Energy and Carbon Reporting
(SECR) within this report as it does not meet the Large Company threshold or
energy consumption threshold requiring additional reporting.

The Strategic Report was approved by the Board on 28 January 2025 and signed
on its behalf by:

 Julian Gilbert          Madeleine Kennedy
 Non-Executive Chairman  Non-Executive Director
 28 January 2025         28 January 2025

 

 

Independent Auditor's Report
To the Shareholders of Nuformix plc
For the period ended 30 September 2024

Opinion

We have audited the financial statements of Nuformix PLC (the 'parent
company') and its subsidiary (the 'Group') for the year ended 30 September
2024 which comprise the consolidated income statement, consolidated statement
of comprehensive income, consolidated and company statements of financial
position, consolidated and company statements of changes in equity,
consolidated and company statements of cashflow and notes to the financial
statements, including a summary of significant accounting policies. The
financial reporting framework that has been applied in their preparation is
applicable law and International Financial Reporting Standards (IFRSs) as
adopted by the United Kingdom in accordance with the provisions of the
Companies Act 2006.

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 30 September 2024 and of the Group's loss for the year then ended;
 ·   have been properly prepared in accordance with IFRSs adopted by the United Kingdom; 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 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.

Material uncertainty relating to going concern

We draw attention to note 2 in the financial statements, which indicates that
there is a significant threat to the going concern status of the group.

Nuformix is a pharmaceutical development group that has undertaken significant
research into targeting the pharmaceutical product gap needs in fibrosis and
oncology via drug repurposing. In order to continue this work long term, the
group will need to expend significantly, at a cost currently unquantifiable.
Cash held at the balance sheet date of £20k (2023: £203k) is therefore not
sufficient and poses a going concern threat. Given that the Group is currently
reliant on a single product, NXP002, for its long-term future sustainable
financial success this financial position underscores the inherent risk of
having all resources concentrated in one area.

Given the stage in the business life cycle, the group is incurring significant
losses at present. The loss was £506k before a goodwill impairment of
£3,141k, resulting in a total loss of £3,641k for the year ended 30
September 2024 (2023: 18-month period ended loss of £859k). This has led to
the Group's accumulated losses at the balance sheet date of £9,844k (2023:
accumulated losses of £6,211k). These losses are attributable to the
day-to-day running of the business and the ongoing drug research program which
is yet to reach commercial production stage where revenue could potentially be
generated.

Whilst the group successfully secured an additional £300k through fundraising
in November 2024, this will not be sufficient to secure 12 months of
operational activity.

As a result of the significant threat to going concern, we have completed the
following audit work as part of our evaluation of going concern:

 ·   Overheads and debt costs assumptions - we considered projected overheads for
     the 2024/25 and 2025/26 periods to ensure that these were reasonable after
     considering both the current and expected future profile of the business
     moving forward. As part of this future profiling, the directors have elected
     not to take payment of their salaries until such time as the business holds
     sufficient funds to do so.
 ·   Credit / cash control management assumptions - we identified within the
     forecasting the most significant cash inflows, primarily from the new share
     capital issue, and ensured that the valuation and timing of these inflows were
     reasonable.
 ·   We performed sensitivity analysis to assess the level of working capital
     headroom should key assumptions be less favourable than included in
     management's model.
 ·   We considered post year end performance data available, including the group's
     future commitments, to gain additional assurance over the effectiveness of
     management's intention to remain as a going concern.

Based on the work we have performed we have gained sufficient assurance in
order to rely on management's forecasting in forming our assessment. We have
also gained assurance over the credibility of management's ambitions over the
next 12 months, which drives the sustainability of Nuformix. We have further
confirmed the adequacy of working capital available in order to settle
external liabilities as they fall due and where this is not available, we have
reviewed the directors' assessment that they can raise the funding required
through future share capital raises.

However, whilst we have evaluated future cash inflows as reasonable, there are
significant levels of uncertainty surrounding both their valuation and timing,
and at the dates of the audit report, future funding has not been secured. The
group is currently focusing solely on licensing its lead asset NXP002. Should
this not be completed, Nuformix could incur detrimental effects on the
valuation of the group's goodwill (£882,784; 2023: £4,023,484), the parent
company's valuation of subsidiary investment (£882,784; 2023: £4,023,484),
the group's carrying valuation of other intangible assets (£28,627; 2023:
£57,793), and ultimately the going concern assessment of the Group, as
without a commercial agreement in respect of NXP002, the group will not be a
going concern, and these balances will be worth nil.

Management will continue to reduce non-essential costs in the 2025 financial
period wherever possible, including the directors not drawing salaries from
March 2025, and direct all their focus on NXP002 with a view to obtaining a
partnership contract to achieved sustained revenue income. The previous NXP001
sale contract includes some deferred considerations which are dependent on
specific milestones being achieved - their successes are currently unknown and
therefore cannot be relied upon for going concern purposes.

Therefore, the above uncertainties indicate that a significant threat to the
business exists which leads to our assessment that there is material
uncertainty that may cast significant doubt on the Group's and the company's
ability to continue as a going concern. Our opinion is not modified in respect
of this matter.

An overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all our
audits we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.

                                        Group revenue  Group profit/(loss) before tax  Group net assets
 Full statutory audit (Kreston Reeves)  100%           100%                            100%
 Limited procedures                     0              0                               0
 Totals at 30 September 2024:           100%           100%                            100%

We tailored the scope of our audit to ensure that we performed sufficient work
to be able to give an opinion on the financial statements as a whole, taking
into account the structure of the Group and the parent company, the accounting
processes and controls, and the industry in which they operate.

Our scoping considerations for the Group audit were based both on financial
information and risk. As noted above, limited assurance audit work - which is
to say the audit of balances and transactions material at a group level - was
not utilised due to statutory audit requirements of all group entities. The
table below summarises for the parent company and its subsidiaries, the level
of assurance gained:

 Group component                Level of assurance
 Nuformix PLC                   Full statutory audit (Kreston Reeves LLP)
 Nuformix Technologies Limited  Full statutory audit (Kreston Reeves LLP)

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. This is not a complete list of
all risks identified by our audit and is in addition to the going concern key
risk described above:

 Impairment of goodwill / Valuation of investment £882,784 (2023: £4,023,484)
 Significance and nature of key risk                                              How our audit addressed the key risk

 The Group held significant goodwill generated from an investment in the          During the course of the audit, we undertook the following key procedures:
 subsidiary of £4,023,484. In addition, the parent company held an equal

 investment value of £4,023,484 on its company balance sheet relating to the      ·assessing the appropriateness of the VIU calculations used by the management
 same subsidiary.                                                                 to estimate recoverable amount of CGU;

 We identified there was a risk in relation to the impairment on the goodwill /   ·reconciling key input data applied in the VIU calculations to reliable
 investment held with regards to the trading subsidiary.                          supporting evidence; and

 Management's assessment of the recoverable amount of investment in a             ·challenging the reasonableness of key assumptions based on our knowledge and
 subsidiary requires estimation and judgement around assumptions used,            understanding of the business and industry.
 including the cash flows to be generated from the continuing operations of the

 subsidiary. Changes to assumptions could lead to material changes in the         ·Reviewed management's plan of future operating cashflows of the subsidiary;
 estimated recoverable amount, impacting the value of investment in the           and
 subsidiary and impairment charges.

                                                                                ·obtaining evidence of the commercial and technical feasibility of the
 For the purpose of assessing impairment on goodwill arising from business        patents owned by the subsidiary.
 combination, goodwill is allocated to a single cash generating units ('CGU')

 and the recoverable amount of the CGU was determined with reference to
 value-in-use (the 'VIU') calculations using cash flow projections. In carrying

 out the impairment assessment, significant management judgement was used to      There were also other procedures which are not deemed to be key and have
 determine the key assumptions underlying the VIU calculations.                   therefore not been listed above.

 We have identified the above matter as a key audit matter because goodwill is
 material to the Group and the valuation of the investment is material to the

 parent company. The estimation of recoverable amount of the CGU involved a       Based on the audit work performed, we were satisfied that the value of
 significant degree of management judgement and therefore was subject to an       goodwill and investments should be impaired by £3,140,700 during this
 inherent risk of error.                                                          financial period. The remaining carrying value of £882,784 is deemed to be
                                                                                  materially accurate and justifiable valuation of the underlying business
                                                                                  activities.
 Key observations communicated to the Audit & Risk Committee

 We have no significant concerns over the material accuracy of the valuation /
 impairment of investment values recognised in the financial statements.

 

Our application of materiality

                          Group financial statements                                                      Parent company financial statements
 Overall Materiality      £34,000                                                                         £32,100

(2023: £98,100)
(2023: £95,300)
 How we determined it     3.5% of Group gross assets                                                      3.5% of Company gross assets

(2023: 2% of Company gross assets)

(2023: 2% of Group gross assets)
 Rationale for benchmark  The group is focused on the development of its Intellectual Property (IP) and   The parent company is principally holding subsidiary investment. The users of
                          the assets held in order to finance the continuing development of this IP. As   the financial statements will be most concerned with the value of investment.
                          such, the most appropriate basis for the group financial statements is gross    As such, the most appropriate basis for the parent company materiality is
                          assets.                                                                         gross assets.

 

During our audit, we initially set materiality at 2% of gross assets
(£82,100) and performance materiality at £61,600. After the goodwill
impairment, we reassessed and increased materiality to 3.5% of gross assets,
reflecting the reduced risk, as described above.

We reported all audit differences found in excess of our triviality threshold
of £300 to the directors and the management board as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative
reasons.

Other information

The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor report thereon. 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.

In connection with our audit of the financial statements, 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 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 year for which the financial statements are prepared is
     consistent with the financial statements; and
 ·   the strategic report and the directors' report have been prepared in
     accordance with applicable legal requirements.

 

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the Group and parent
company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.

We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:

 ·   adequate accounting records have not been kept by the parent company, or
     returns adequate for our audit have not been received from branches not
     visited by us; or
 ·   the parent company financial statements are not in agreement with the
     accounting records and returns; or
 ·   certain disclosures of directors' remuneration specified by law are not made;
     or
 ·   we have not received all the information and explanations we require for our
     audit

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement (set out
on page 28 and 29), 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 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 parent company or to cease operations, or have no
realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.

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.

Based on our understanding of the group and industry, and through discussion
with the directors and other management (as required by auditing standards),
we identified that the principal risks of non-compliance with laws and
regulations related to health and safety, anti-bribery and employment law. We
considered the extent to which non-compliance might have a material effect on
the financial statements.

We also considered those laws and regulations that have a direct impact on the
preparation of the financial statements such as the Companies Act 2006,
taxation and pension legislation. We communicated identified laws and
regulations throughout our team and remained alert to any indications of
non-compliance throughout the audit.

We evaluated management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls) and determined that the principal risks were related to posting
inappropriate journal entries to increase revenue or reduce expenditure and
management bias in accounting estimates and judgemental areas of the financial
statements such as the valuation of intangible assets and investments. Audit
procedures performed by the group engagement team included:

 ·   Discussions with management and assessment of known or suspected instances of
     non-compliance with laws and regulations and fraud, and review of the reports
     made by management;
 ·   Assessment of identified fraud risk factors;
 ·   Challenging assumptions and judgements made by management in its significant
     accounting estimates;
 ·   Performing integrity testing to verify the legitimacy of banking records
     obtained from management;
 ·   Performing analytical procedures to identify any unusual or unexpected
     relationships, including related party transactions, that may indicate risks
     of material misstatement due to fraud;
 ·   Confirmation of related parties with management, and review of transactions
     throughout the period to identify any previously undisclosed transactions with
     related parties outside the normal course of business;
 ·   Performing analytical procedures with automated data analytics tools to
     identify any unusual or unexpected relationships, including related party
     transactions, that may indicate risks of material misstatement due to fraud;
 ·   Reading minutes of meetings of those charged with governance, reviewing
     internal audit reports and reviewing correspondence with relevant tax and
     regulatory authorities; and
 ·   Review of significant and unusual transactions and evaluation of the
     underlying financial rationale supporting the transactions.

 

There are inherent limitations in the audit procedures described above and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we
would become aware of it.  Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.

As part of an audit in accordance with ISAs (UK), we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:

 ·   Identify and assess the risks of material misstatement of the financial
     statements, whether due to fraud or error, design and perform audit procedures
     responsive to those risks, and obtain audit evidence that is sufficient and
     appropriate to provide a basis for our opinion. The risk of not detecting a
     material misstatement resulting from fraud is higher than for one resulting
     from error, as fraud may involve collusion, forgery, intentional omissions,
     misrepresentations, or the override of internal control.
 ·   Obtain an understanding of internal control relevant to the audit in order to
     design audit procedures that are appropriate in the circumstances, but not for
     the purpose of expressing an opinion on the effectiveness of the Group's
     internal control.
 ·   Evaluate the appropriateness of accounting policies used and the
     reasonableness of accounting estimates and related disclosures made by the
     directors.
 ·   Conclude on the appropriateness of the directors' use of the going concern
     basis of accounting and, based on the audit evidence obtained, whether a
     material uncertainty exists related to events or conditions that may cast
     significant doubt on the Group's or the parent company's ability to continue
     as a going concern. If we conclude that a material uncertainty exists, we are
     required to draw attention in our auditor's report to the related disclosures
     in the financial statements or, if such disclosures are inadequate, to modify
     our opinion. Our conclusions are based on the audit evidence obtained up to
     the date of our auditor's report. However, future events or conditions may
     cause the Group or the parent company to cease to continue as a going concern.
 ·   Evaluate the overall presentation, structure and content of the financial
     statements, including the disclosures, and whether the financial statements
     represent the underlying transactions and events in a manner that achieves
     fair presentation.
 ·   Obtain sufficient appropriate audit evidence regarding the financial
     information of the entities or business activities within the Group to express
     an opinion on the consolidated financial statements. We are responsible for
     the direction, supervision and performance of the Group audit. We remain
     solely responsible for our audit opinion.
 ·   We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Use of our Report

This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.

Anne Dwyer BSc(Hons) FCA (Senior Statutory Auditor)

For and on behalf of

Kreston Reeves LLP

Chartered Accountants

Statutory Auditor

London

Date: 28 January 2025

 

 

Consolidated Statement of Comprehensive Income

for the Year Ended 30 September 2024

                                                              Note   12 months      18 months

                                                                     30 September   30 September

                                                                     2024           2023

                                                                     £              £
 Revenue                                                      3      -              -
 Cost of sales                                                       -              -
 Gross profit                                                         -              -
 Administrative expenses                                             (506,353)      (927,972)
 Impairment of goodwill                                              (3,140,700)    -
 Operating loss                                               4      (3,647,053)    (927,972)
 Loss before tax                                                     (3,647,053)    (927,972)
 Income tax credit                                            8      5,566          68,505
 Loss for the year and total comprehensive loss for the year         (3,641,487)    (859,467)

 Loss per share - basic and diluted                           9      (0.46)p        (0.12)p
 The above results were derived from continuing operations.

 

The accompanying notes to the financial statements form an integral part of
the financial statements.

 

Consolidated Statement of Financial Position
As at 30 September 2024

 Registration number: 09632100
                                       30 September  30 September

                                Note   2024          2023

                                       £             £ Restated
 Assets
 Non-current assets
 Property, plant and equipment  10     -             -
 Intangible assets              11     911,411       4,081,277
                                       911,411       4,081,277
 Current assets
 Trade and other receivables    12     33,351        66,857
 Income tax asset                      5,566         67,342
 Cash and cash equivalents      13     20,210        202,548
                                       59,127        336,747
 Total assets                          970,538       4,418,024
 Equity and liabilities
 Equity
 Share capital                  14     819,309       744,309
 Share premium                         6,731,347     6,656,802
 Merger relief reserve                 10,950,000    10,950,000
 Reverse acquisition reserve           (8,005,195)   (8,005,195)
 Share option reserve                  64,361        60,018
 Retained earnings                     (9,844,251)   (6,210,900)
 Total equity                          715,571       4,195,034
 Current liabilities
 Trade and other payables       17     254,967       222,990
                                       254,967       222,990
 Total equity and liabilities          970,538       4,418,024

These financial statements were approved by the board on 28 January 2025 and
signed on its behalf by:

Madeleine Kennedy

Director

 

The accompanying notes to the financial statements form an integral part of
the financial statements.

 

Consolidated Statement of Changes in Equity

for the Year Ended 30 September 2024

 

                                                                                                         Reverse acquisition

                                                                                 Merger relief reserve   reserve              Share option reserve   Retained earnings

                                                 Share capital   Share premium   £                       £                    £                      £                   Total

                                                 £               £                                                                                                       £
 At 1 October 2023 (Restated)                    744,309         6,656,802       10,950,000              (8,005,195)          60,018                 (6,210,900)         4,195,034
 Loss for the year and total comprehensive loss  -               -               -                       -                    -                      (3,641,487)         (3,641,487)
 Issue of share capital                          75,000          74,545          -                       -                    -                      -                   149,545
 Share and warrant based payment                 -               -               -                       -                    12,479                 -                   12,479
 Transfer of expired share options               -               -               -                       -                    (8,136)                8,136               12,479
 At 30 September 2024                            819,309         6,731,347       10,950,000              (8,005,195)          64,361                 (9,844,251)         715,571

 

                                                                                                           Reverse

                                                                                   Merger relief reserve   acquisition   Share option reserve   Retained

                                                   Share capital   Share premium   £                       reserve       £                      earnings      Total

                                                   £               £                                       £                                    £             £
 At 1 April 2022                                   615,609         6,500,817       10,950,000              (8,005,195)   2,026,664              (7,349,933)   4,737,962
 Prior period adjustment                           -               -               -                       -             (1,307,181)            1,307,181     -
 Loss for the period and total comprehensive loss  -               -               -                       -             -                      (859,467)     (859,467)
 Issue of share capital                            128,700         160,285         -                       -             -                      -             288,985
 Share issue costs                                 -               (4,300)         -                       -             -                      -             (4,300)
 Share and warrant based payment                   -               -               -                       -             31,854                 -             31,854
 Transfer of expired share options                 -               -               -                       -             (691,319)              691,319       31,854
 At 30 September 2023 (Restated)                   744,309         6,656,802       10,950,000              (8,005,195)   60,018                 (6,210,900)   4,195,034

 

The accompanying notes to the financial statements form an integral part of
the financial statements.

 

Consolidated Statement of Cash Flows

for the Year Ended 30 September 2024

 

 

                                                         12 months      18 months

                                                         30 September   30 September

                                                  Note   2024           2023

                                                         £              £
 Cash flows used in operating activities
 Loss for the year                                       (3,641,487)    (859,467)
 Adjustments to cash flows from non-cash items:
 Profit on Sale of intangibles                           -              (35,552)
 Amortisation                                     10,11  29.166         55,124
 Impairment Charge                                       3,140,700      -
 Income tax credit                                8      (5,566)        (68,505)
 Share and warrant based payment                         12,479         31,854
                                                         (464,708)      (876,546)

 Decrease in trade and other receivables          12     33,506         132,743
 Increase/(Decrease) in trade and other payables  17     31,977         (14,870)
 Cash consumed by operations                             (399,225)      (708,674)
 Income taxes received                                   67,342         162,442
 Net cash used in operating activities                   (331,883)      (546,232)
 Cash flows from investing activities
 Proceeds from sale of intangibles                       -              50,000
 Net cash from investing activities                      -              50,000
 Cash flows from financing activities
 Issue of shares (net of costs)                          149,545        284,685
 Net cash from financing activities                       149,545        284,685
 Net (decrease) in cash and cash equivalents             (182,338)      (261,547)
 Cash and cash equivalents at 1 October 2023             202,548        464,095
 Cash and cash equivalents at 30 September 2024          20,210         202,548

 

The accompanying notes to the financial statements form an integral part of
the financial statements.

 

Notes to the Consolidated Financial Statements

for the Year Ended 30 September 2024

 

1. General information

Nuformix plc (the "Company") and its subsidiary (together, the "Group")
operate in the field of pharmaceutical development targeting unmet medical
needs in fibrosis and oncology via drug repurposing.

The Company is a public limited company which is listed on the Standard List
of the London Stock Exchange, domiciled in the United Kingdom (the "UK") and
incorporated in England and Wales.

The address of its registered office is 6th Floor, 60 Gracechurch Street,
London, EC3V 0HR.

The company operates in a virtual manner and as such does not have a principal
place of business.

The company extended its previous accounting period from 31 March 2023 to 30
September 2023 to allow sufficient time to appoint new auditors. Due to this
change the current year figures included in the statement of comprehensive
income, statement of cash flows and related notes represent 12 months of
transactions in comparison to the 18 months represented in the previous period
by the comparative.

2. Summary of Significant Accounting policies

Basis of preparation

These Group and Parent Company financial statements were prepared in
accordance with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under those standards.

The financial statements of the Group and Parent Company have been prepared on
accrual basis and under historical cost convention. The financial statements
are presented in Pounds Sterling which is the Group's functional and
presentational currency.

New Standards and Interpretations

No new standards, amendments or interpretations, effective for the first time
for the period beginning on or after 1 January 2023 have had a material impact
on the Group.

Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:

 Standard  Impact on initial application                            Effective date
 IAS 1     Classification of liabilities as current or non-current  1 January 2024
 IAS 1     Non-current Liabilities with Covenants                   1 January 2024
 IFRS 7    Supplier finance agreements                              1 January 2024

 IFRS 16   Leases on sale and leaseback                             1 January 2024
 IAS 21    Lack of exchangeability                                  1 January 2025

 

The Directors are evaluating the impact of the new and amended standards
above. The Directors believe that these new and amended standards are not
expected to have a material impact on the financial statements of the Group

Going concern

The financial statements have been prepared on the going concern basis of
preparation which, inter alia, is based on the Directors' reasonable
expectation that the Group and Parent Company has adequate resources to
continue to operate as a going concern for at least twelve months from the
date of approval of these financial statements. In forming this assessment,
the Directors have prepared cashflow forecasts covering the period ending 31
March 2026 that take into account the likely run rate on overheads and
research and development expenditure and the estimates of the possibilities of
raising funds through issues of equity and have considered alternative
strategies should projected income be delayed or fail to materialise.

The Group is not in a position for self-financing and will require further
funding which has not yet been secured.  Whilst the Directors understand the
risks and issues around raising further funds through an equity raise, this
will be carefully considered, as and when appropriate.

These circumstances indicate the existence of an inherent material uncertainty
which may cast a significant doubt on the Group's and Parent Company's ability
to continue as a going concern. Future funding options have already been
considered and will continue to be progressed by the Directors accordingly.
The financial statements do not include any adjustments that would result if
the Company or Group was unable to continue as a going concern.

The Directors have carried out a thorough review of costs and are clear on the
development work to be completed. Discretionary costs have been carefully
reviewed and reduced where reasonable to do so while continuing to allow the
prudent running of the business. In addition, the non-executive directors may
elect not to take payment of their salaries until such time as the business
holds sufficient funds to enable them to do so.

After careful consideration, the Directors consider that they have reasonable
grounds to believe that the Group can be regarded as a going concern and for
this reason they continue to adopt the going concern basis in preparing the
Group's financial statements.

Critical Accounting Estimates and Judgements

The preparation of these financial statements under UK-adopted International
Accounting Standards requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting year. These estimates and assumptions are based upon management's
knowledge and experience of the amounts, events or actions. Actual results may
differ from such estimates.

The critical accounting estimates are considered to relate to the following:

i) Intangible assets

The Group recognises intangible assets in respect of goodwill arising on
consolidation. This recognition requires the use of estimates, judgements and
assumptions in determining whether the goodwill is impaired at each year end,
assessing its recoverable amount in accordance with IAS36. Accounting
estimates and judgements are required to calculate the fair value less cost to
sell and the value in use of the asset, the latter using a NPV calculation
assuming a 20% discount rate.

ii) Share options

The Group fair values equity-settled share-based payment transactions using
the Black-Scholes model. The use of the models involves judgements and
estimates including an assessment of whether the shares will vest. Should
actual future outcomes differ from these assessments the amounts recognised on
a straight-line basis would vary from those currently recognised. The total
charge in the year to 30 September 2024 was £12,479 (2023: £31,854)

iii) Revenue recognition

Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and provision of services in the ordinary course of the
Group's activities. Revenue is shown net of sales/value added tax, returns,
rebates and discounts and after eliminating sales within the Group.

The Group recognises revenue when:

· the amount of revenue can be reliably measured;

· it is probable that future economic benefits will flow to the entity;
and,

· specific criteria have been met for each of the Group activities, such as
the demonstration of milestone achievements in research or acceptance by both
parties.

After applying the above criteria, no revenue was recognised in the Income
Statement in the year.

Segmental information

Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-makers. The chief operating
decision-makers, who are responsible for allocating resources and assessing
performance of the operating segments, has been identified as the executive
Board of Directors.

All operations and information are reviewed together so that at present there
is only one reportable operating segment.

In the opinion of the Directors, during the year the Group operated in the
single business segment of the research and development of pharmaceutical
products using technology developed by the Group.

Taxation

Taxation comprises current and deferred tax. Current tax is based on taxable
profit or loss for the year. Taxable profit differs from net profit or loss
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 current tax asset is
calculated using tax rates that have been enacted or substantively enacted at
the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial information 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 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 taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Company 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.

The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.

Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.

Property, plant and equipment

Property, plant and equipment is stated in the statement of financial
position at cost, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.

The cost of property, plant and equipment includes directly attributable
incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged to write off the cost of assets over their estimated
useful lives, as follows:

 Asset class         Depreciation method and rate
 Computer equipment  33.33% straight line

Goodwill and Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the
cost of acquisition over the Group's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the entity
recognised at the date of acquisition. Goodwill is initially recognised as an
asset at cost and is subsequently measured at cost less any accumulated
impairment losses. Goodwill is held in the currency of the acquired entity and
revalued to the closing rate at each reporting year date.

Goodwill is not amortised, but it is tested for impairment annually, or more
frequently if events or changes in circumstances indicate that it might be
impaired and is carried at cost less accumulated impairment losses. Gains and
losses on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold.

Goodwill is allocated to cash-generating units ("CGUs") for the purpose of
impairment testing. The allocation is made to those CGUs or groups of CGUs
that are expected to benefit from the business combination in which the
goodwill arose. The Group currently has only one CGU.

Other intangible assets, including customer relationships, licences, patents
and trademarks, that are acquired by the Group and have finite useful lives
are measured at cost less accumulated amortisation and any accumulated
impairment losses.

Amortisation is provided on the Group's patents to write off the cost, less
any estimated residual value, over their expected useful economic life on a
10% straight line basis.

Impairment testing of goodwill, other intangible assets and property, plant
and equipment

For impairment assessment purposes, assets are grouped at the lowest levels
for which there are largely independent cash inflows (cash-generating units).
As a result, some assets are tested individually for impairment and some are
tested at cash-generating unit level. Goodwill is allocated to those
cash-generating units that are expected to benefit from synergies of a related
business combination and represent the lowest level within the Group at which
management monitors goodwill.

Cash-generating units to which goodwill has been allocated (determined by the
Group's management as equivalent to its operating segments) are tested for
impairment at least annually. All other individual assets or cash-generating
units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's (or
cash-generating unit's) carrying amount exceeds its recoverable amount, which
is the higher of fair value less costs of disposal and value-in-use. To
determine the value-in-use, management estimates expected future cash flows
from each cash-generating unit and determines a suitable discount rate in
order to calculate the present value of those cash flows. The data used for
impairment testing procedures are directly linked to the Group's latest
approved budget, adjusted as necessary to exclude the effects of future
reorganisations and asset enhancements. Discount factors are determined
individually for each cash-generating unit and reflect current market
assessments of the time value of money and asset-specific risk factors.

Impairment losses for cash-generating units reduce first the carrying amount
of any goodwill allocated to that cash-generating unit. Any remaining
impairment loss is charged pro rata to the other assets in the cash-generating
unit.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.

Financial instruments

IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.

i) Classification

The Company classifies its financial assets in the following measurement
categories:

· those to be measured at amortised cost.

The classification depends on the Company's business model for managing the
financial assets and the contractual terms of the cash flows.

The Company classifies financial assets as at amortised cost only if both of
the following criteria are met:

· the asset is held within a business model whose objective is to collect
contractual cash flows; and

· the contractual terms give rise to cash flows that are solely payment of
principal and interest.

ii) Recognition

Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Company commits to purchase or sell the asset).
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Company has
transferred substantially all the risks and rewards of ownership.

iii) Measurement

At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.

Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.

Debt instruments

Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.

iv) Impairment

The Company assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Company applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.

Financial liabilities

The Group's financial liabilities include other payables.

Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs unless the Group designated a
financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the
effective interest method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently at fair value with gains
or losses recognised in profit or loss (other than derivative financial
instruments that are designated and effective as hedging instruments).

All interest-related charges and, if applicable, changes in an instrument's
fair value that are reported in profit or loss are included within finance
costs or finance income.

Equity

Equity comprises the following:

· "Share capital" represents the nominal value of equity shares.

· "Share premium" represents the amount paid for equity shares over the
nominal value.

· "Reverse acquisition reserve" arises due to the elimination of the
Company's investment in Nuformix Technologies Limited.

· "Merger relief reserve" represents the share premium arising on issue of
shares in respect of the reverse acquisition takeover.

· "Share option reserve" represents the fair value of options issued.

· "Retained earnings" represents retained earnings/losses.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed
contributions are paid into a separate entity and has no legal or constructive
obligations to pay further contributions if the fund does not hold sufficient
assets to pay all employees the benefits relating to employee service in the
current and prior years.

For defined contribution plans contributions are paid into publicly or
privately administered pension insurance plans on a mandatory or contractual
basis. The contributions are recognised as employee benefit expense when they
are due. If contribution payments exceed the contribution due for service, the
excess is recognised as an asset.

Share based payments

Equity-settled share-based payments to employees and others providing similar
services are measured at the fair value of the equity instruments at the grant
date. The fair value excludes the effect of non-market-based vesting
conditions. Details regarding the determination of the fair value of
equity-settled share-based transactions are set out in note 15.

The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Group's estimate of the number of equity instruments that will
eventually vest. At each reporting date, the Group revises its estimate of the
number of equity instruments expected to vest as a result of the effect of
non-market-based vesting conditions. The impact of the revision of the
original estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding
adjustment to reserves.

Equity‑settled share‑based payment transactions with parties other than
employees are measured at the fair value of the goods or services received,
except where that fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments granted, measured at
the date the entity obtains the goods or the counterparty renders the service.

For cash‑settled share‑based payments, a liability is recognised for the
goods or services acquired, measured initially at the fair value of the
liability. At each reporting date until the liability is settled, and at the
date of settlement, the fair value of the liability is remeasured, with any
changes in fair value recognised in profit or loss for the year.

Earnings per Ordinary Share

The Company presents basic and diluted earnings per share data for its
Ordinary Shares.

Basic earnings per Ordinary Share is calculated by dividing the profit or loss
attributable to Shareholders by the weighted average number of Ordinary Shares
outstanding during the year.

Diluted earnings per Ordinary Share is calculated by adjusting the earnings
and number of Ordinary Shares for the effects of dilutive potential Ordinary
Shares

Investment in subsidiaries

Investments in subsidiaries are carried in the Company's balance sheet at cost
less accumulated impairment losses. On disposal of investments in subsidiaries
the difference between disposal proceeds and the carrying amounts of the
investments are recognised in profit or loss.

3. Revenue

The analysis of the Group's revenue for the year from continuing operations is
as follows:

                 12 months     18 months

                 30 Sep 2024   30 Sep 2023

                 £             £
 Licensing Fees  -             -
                 -             -

 

4. Operating loss

 Arrived at after charging
                                                                12 months 30 Sep 2024     18 months 30 Sep 2023

                                                                £                         £ Restated
 Depreciation expense                                           -                         438
 Amortisation expense                                           29,166                    54,686
 Profit on disposal of intangible fixed assets                   -                         35,552
 Research and development expenditure                           70,910                    316,577
 Impairment Provision                                           3,140,700                 -
 Share option and warrant charge                                12,479                    31,854

 Details of the share-based payments can be found in Note 15.

 

5. Staff costs

 The aggregate payroll costs (including directors' remuneration) were as
 follows:
                                              12 months 30 Sep 2024                      18 months 30 Sep 2023

                                              £                                          £
 Wages and salaries                           90,000                                     141,833
 Social security costs                        6,250                                      7,112
 Pension costs, defined contribution scheme    -                                          -
                                              96,250                                     148,945

 

The average number of persons employed by the Group (including directors)
during the year and analysed by category was as follows:

 

                           12 months     18 months

                           30 Sep 2024   30 Sep 2023

                           No.           No.
 Research and development  1             1
 Non-executive directors   2             2
 Total                     3             3

 

6. Directors' remuneration

The Directors' remuneration for the year was as
follows:

                             12 months     18 months

                             30 Sep 2024   30 Sep 2023

                             £             £
 Remuneration                90,000        141,833
 Share based payment charge  -             19,474
                             90,000        161,307

Further information about the remuneration of individual directors are
provided in the Directors' Remuneration Report.

 During the year, the number of Directors who were receiving pension benefits
 was as follows:
                                                         12 months     18 months

                                                         30 Sep 2024   30 Sep 2023

                                                         No.           No.
 Accruing benefits under money purchase pension scheme    -             -

 

Details of the total remuneration paid for the services of the directors are
set out on pages 23 to 27 in the Remuneration Report.

 

 In respect of the highest paid director:
               12 months     18 months

               30 Sep 2024   30 Sep 2023

               £             £
 Remuneration  30,000        44,500

 

7. Auditors' remuneration

                                                  12 months     18 months

                                                  30 Sep 2024   30 Sep 2023

                                                  £             £
 Audit of the financial statements - Group         37,000        37,000
 Audit of the financial statements - Subsidiary    18,000        18,000

 8. Income tax
 Tax (credited) in the income statement
                                                  12 months     18 months

                                                  30 Sep 2024   30 Sep 2023

                                                  £             £

 Current taxation
 UK corporation tax                               (5,566)       (67,342)
 Adjustment in respect of prior years             -             (1,163)
                                                  (5,566)       (68,505)

 

The tax on loss before tax for the period is calculated using the standard
rate of corporation tax in the UK of 25%     (2023: 19%).

 

The differences are reconciled below:

                                                            12 months     18 months

                                                            30 Sep 2024   30 Sep 2023

                                                            £             £ Restated
 Loss before tax                                            (3,647,053)   (927,972)
 Corporation tax at standard rate of 25% (2023: 19%)        (911,763)     (176,315)
 Excess of depreciation over capital allowances             (75)          3,611
 Expenses not deductible                                    788,295       45
 Tax losses for which no deferred tax asset was recognised  129,977       202,367
 Effect of research development enhancement tax credit      (6,434)       (29,708)
 Surrender of research development tax credit at 10%        (5,566)       (67,342)
 Adjustment in respect of prior years                       -             (1,163)
 Total tax credit                                           (5,566)       (68,505)

 

No deferred tax asset has been recognised as the Directors cannot be certain
that future profits will be sufficient for this asset to be realised.  As
at 30 September 2024 the Group has tax losses carried forward of approximately
£6,008,132 (2023: £5,543,881).

Factors that may affect future tax charges

Since 1 April 2017 there has been a single rate of corporation tax of 19% in
place. From 1 April 2023, the main rate of corporation tax rose to 25% for
companies with profits over £250,000. For companies with profits of £50,000
or less, they pay corporation tax at the small profits rate of 19%. Where a
company's profits fall between £50,000 and £250,000, they pay corporation
tax at the main rate reduced by marginal relief. The upper and lower limits
are proportionally reduced for short accounting periods and where there are
associated companies.

9. Loss per share

Loss per share is calculated based on the weighted average number of shares
outstanding during the year. Diluted loss per share is calculated based on the
weighted average number of shares outstanding and the number of shares
issuable as a result of the conversion of dilutive financial instruments.

                                                        12 months     18 months

                                                        30 Sep 2024   30 Sep 2023

                                                        £             £
 Loss after tax                                         (3,641,487)   (859,467)
 Weighted average number of shares - basic and diluted  786,932,319   719,462,470
 Basic and diluted loss per share                       (0.46)p       (0.12)p

 

There is no difference between the basic and diluted earnings per share as the
effect would be to decrease earnings per share.

 10. Property, plant and equipment
                                            Computer equipment

                                                                Total
                                            £                   £
 Cost
 At 1 October 2023                          -                   -
 At 30 September 2024                       -                   -
 Depreciation
 At 1 October 2023                          -                   -
 At 30 September 2024                       -                   -
 Carrying amount
 At 30 September 2024                       -                   -
 At 30 September 2023                       -                   -

 

11. Intangible assets

                       Goodwill      Patents      Total

                       £             £            £
 Cost
 At 1 October 2022     4,023,484     364,576      4,315,145
 Disposals             -             (72,915)     (72,915)
 At 1 October 2023     4,023,484     291,661      4,315,145
 At 30 September 2024  4,023,484     291,661      4,315,145
 Amortisation
 At 1 October 2022     -             237,649      237,649
 Amortisation charge   -             54,686       54,686
 On disposals          -             (58,467)     (58,467)
 At 1 October 2023     -             233,868      233,868
 Impairment            3,140,700     -            3,140,700
 Amortisation charge   -             29,166       29,166
 At 30 September 2024  3,140,700     263,034      3,403,734
 Net book value
 At 30 September 2024  882,784       28,627       911,411
 At 30 September 2023  4,023,484     57,793       4,081,277

 

 

 

For impairment testing purposes, management considers the operations of the
Group to represent a single  cash generating unit (CGU) focused on
pharmaceutical development, targeting unmet medical needs in fibrosis and
oncology via drug repurposing. The directors have assessed the recoverable
amount of goodwill, which in accordance with IAS36 is the higher of its value
in use and its fair value less cost to sell (fair value), in determining
whether there is evidence of impairment.

As at 30 September 2024, the Group assessed the recoverable amount of the CGU
with reference to the fair value of the CGU based on the market capitalisation
of the Group, consequently an adjustment to impair goodwill by £3,140,700 was
made in the period.

 

 

 12. Trade and other receivables
                                   30 Sep    30 Sep
                                   2024      2023

                                   £         £
 Prepayments                       23,137    17,919
 Other receivables                 10,214    48,938
                                   33,351    66,857

 

 

 

The fair value of trade and other receivables is considered by the Directors
not to be materially different to the carrying amounts.

 

 

 13. Cash and cash equivalents
                                30 Sep          30 Sep
                                2024            2023

                                £               £
 Cash at bank                   20,210          202,548

 

 

The Directors consider that the carrying value of cash and cash equivalents
represents their fair value.

 

 

 14. Share capital

 Allotted, called up and fully paid shares
                                             30 Sep                             30 Sep

                                             2024                               2023
                                             No.          £                     No.                £
 Ordinary shares of £0.001 each              819,309,368  819,309               744,309,368        744,309

                                                                                           No.
 As at 1 October 2023                                                                      744,309,368
 Placement of new shares on the stock market                                               75,000,000
 As at 30 September 2024                                                                   819,309,368

 

On 6 March 2024, the company completed a capital increase through the issue of
75,000,000 shares of £0.001 each in share placements, with an overall share
premium of £75,000.

15. Share options and warrants

The Group operates share-based payment arrangements to remunerate Directors
and key employees in the form of a share option scheme. Equity-settled
share-based payments are measured at fair value (excluding the effect of
non-market based vesting conditions) at the date of grant. The fair value is
determined at the grant date of the equity-settled share-based payments and is
expensed on a straight-line basis over the vesting period, based on the
Group's estimate of shares that will eventually vest and adjusted for the
effect of non- market based vesting conditions.

 

The fair value of the options and warrants issued in 2024 were determined
using the Black-Scholes option pricing model, where appropriate, and had a
weighted average of 0.03p per option (2023: 2.46p).

The significant inputs into the model in respect of the options and warrants
granted in the periods ended  30 September 2024 and 30 September 2023 were as
follows:

 

                         2024           2023

                         New warrants   Existing director warrants
 Grant date share price  0.30p          1p
 Exercise price          0.25p          1.45p
 No. of share options    35,000,000     9,000,000
 Risk free rate          4.450%         0.153%
 Expected volatility     198.5%         97%
 Expected option life    2 years        3 years

The following table sets out details of the granted warrants and options
movements:

 

 Warrant/ option holder    Number of warrants/ options at 31 March 2022  Issued in period  Lapsed in period  Number of warrants/ options at 30 September 2023  Issued in period  Lapsed in period  Number of warrants/ options at 30 September 2024  Exercise price  Expiry date
 Directors during year
 D Gooding                 36,860,000                                    -                 (36,860,000)      -                                                 -                 -                 -                                                 4-10p           16/10/2022
 J Gilbert                 3,000,000                                     -                 -                 3,000,000                                         -                 -                 3,000,000                                         1.45p           23/11/2024
 M Kennedy                 3,000,000                                     -                 -                 3,000,000                                         -                 -                 3,000,000                                         1.45p           23/11/2024

 Other warrants/options
 J Holland                 36,860,000                                    -                 (36,860,000)      -                                                 -                 -                 -                                                 4-10p           16/10/2022
 A Riddell                 3,000,000                                     -                 -                 3,000,000                                         -                 -                 3,000,000                                         1.45p           23/11/2024
 Novum Securities Limited  580,357                                       -                 -                 580,357                                           -                 -                 580,357                                           2.8p            21/10/2025
 Other warrants            580,356                                       -                 -                 580,356                                           -                 -                 580,356                                           2.8p            21/10/2025
 Other warrants (2023)     -                                             35,000,000        -                 35,000,000                                        -                 -                 35,000,000                                        0.2p            17/04/2025
 Alex Eberlin              586,229                                       -                 -                 586,229                                           -                 (586,229)         -                                                 4.691p          18/12/2023
                           84,466,942                                    35,000,000        (73,720,000)      45,746,942                                        -                 (586,229)         45,160,713

 

 

16. Pension and other schemes
 
Defined contribution pension scheme

The Group operates a defined contribution pension scheme. The pension cost
charge for the year represents    contributions payable by the Group to the
scheme. No contributions were made in the year to 30 September 2024 (2023:
£Nil).

No contributions were payable to the scheme at 30 September 2024 or 30
September 2023.

 

 17. Trade and other payables

 

                                  30 Sep      30 Sep
                                  2024        2023
 Trade payables                   32,908      69,774
 Accrued expenses                 220,943     152,042
 Social security and other taxes  1,116       1,174
                                  254,967     222,990

 

The fair value of trade and other payables is considered by the Directors not
to be materially different to the carrying amounts. All payables are due
within one year.

 

18. Financial instruments
Credit risk

The main credit risk relates to liquid funds held at banks. The credit risk in
respect of these bank balances is limited because the counterparties are banks
with high credit ratings assigned by international credit rating agencies.

Liquidity risk

The Group seeks to manage financial risk, to ensure sufficient liquidity is
available to meet foreseeable needs.      An analysis of trade and other
payables is given in note 17.

Capital risk management

The Group's objectives when managing capital are:

 

·to safeguard the Group's ability to continue as a going concern, so that it
continues to provide returns and benefits for shareholders

·to support the Group's growth; and

·to provide capital for the purpose of strengthening the Group's risk
management capability.

 

The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure and equity holder returns, taking into
consideration the future capital requirements of the Group and capital
efficiency, prevailing and projected profitability, projected operating cash
flows, projected capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and reserves, for
capital management purposes.

 

19. Related party transactions
 

All transactions with related parties are conducted on an arm's length basis.

 

The remuneration of the key management personnel of the Group is set out in
the directors' remuneration report. The amounts due to directors in respect of
deferred salaries are as follows:

 

            30 Sep    30 Sep
            2024      2023
 J Gilbert  57,500    27,500
 M Kennedy  57,500    27,500
 D Gooding  5,000     -

 

20. Ultimate controlling party

 

The directors do not consider there to be a single ultimate controlling party.

 

21. Post Balance Sheet Events

Post-period, on 4 November 2024 , the Company completed a placing (the
"Placing") and subscription (the "Subscription") to raise gross proceeds
of £300,000 through the issue of 600,000,000 new ordinary shares in the
capital of the Company at a price of 0.05 pence per share (the "Issue
Price") (the "Fundraise"). The Issue Price was below the 0.1 pence nominal
value of the existing ordinary shares therefore a share capital reorganisation
("Reorganisation") was conducted.

The Fundraise comprised a Placing of 440,000,000 New Ordinary Shares (the
"Placing Shares") and a Subscription for 160,000,000 New Ordinary Shares at
the Issue Price.

The Placing was arranged by CMC Markets.  The Company has also agreed to
issue 26,400,000 'broker' warrants to CMC Markets, giving them the right to
acquire such number of New Ordinary Shares at an exercise price of 0.05
pence for a period of two years from the date of Admission.

The net proceeds of the Fundraise will be used by the Company primarily to
drive forward partnering discussions for its NXP002 programme, an inhaled
treatment for idiopathic pulmonary fibrosis ("IPF") and progressive pulmonary
fibrosis ("PPF"), as well as to provide funding for general corporate
purposes.

22. Prior Period Adjustment

A prior period adjustment has been recognised in respect of historic share
options which expired in prior accounting periods. The share based payments
charge in respect of expired options should have been transferred against
retained earnings however this had not been adjusted in previous years. This
has resulted in a restatement to the share options reserve and retained
earnings as at 1 April 2022 and 30 September 2023, and does not impact the
reported loss after tax reported in either financial period.

The cumulative adjustment to reduce the share option reserve and transfer to
retained earnings was £1,998,500 as at 30 September 2023 (1 April 2022:
£1,307,181).

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