e-Therapeutics plc
Annual report and accounts 2016
Modern science for 
complex disease e-Therapeutics is a drug  
discovery and development  
company with a proprietary discovery 
platform based on advances in network 
pharmacology and chemical biology.
The Company is applying its platform to the discovery of new drug 
candidates. The therapeutic focus of the Company’s discovery activity 
is in immuno-oncology, addressing drug resistance in targeted cancer 
therapies and antivirals. The platform is yielding multiple, highly 
potent, selective and diverse molecules at much higher yields than  
is reported for conventional drug discovery.
The Company has generated a variety of preclinical stage assets, 
including ETX1153c, a functionally resistance-less antibiotic; ETS2300, 
telomerase inhibition in anti-cancer; ETS3100, small molecule anti-
TNFα; ETS2400, in Hedgehog pathway inhibition; and ETS5200, which  
is delivering novel broad-spectrum antivirals. 
 
e-Therapeutics has also advanced selected drug candidates into 
clinical trials. A Phase IIb study of a drug candidate for major 
depressive disorder, ETS6103 is complete, plus Phase I clinical trials  
in cancer for ETS2101.
Cells contain many different 
proteins that interact to form 
complex networks. These 
networks are vital to normal 
function and also play a central 
role in disease. e-Therapeutics 
uses sophisticated computational 
techniques to analyse protein 
networks. 
Its scientists identify the whole 
set of proteins most critical in 
any particular disease. The team 
then seeks drug molecules with 
the best overall impact on this 
set of proteins. This approach is 
called network pharmacology. 
It differs from “conventional” 
drug discovery, which is based 
on targeting a single protein 
as specifically as possible. 
e-Therapeutics believes that,  
by accounting for the true 
complexity of disease at the 
outset, its approach has the 
potential to discover more 
effective drug treatments.
Who we are
Our approach
e-Therapeutics plc Overview
1
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Operational highlights
Highly productive discovery platform
• Strategic focus for the business, now fully developed  
and generating many potent compounds
• Twelve active projects (FY15: six) and three projects in lead 
optimisation (FY15: nil) 
ETS6103 – detailed update on analysis of Phase llb trial results
• Confirmed antidepressant activity for SSRI non-responders
• Fewer side effects and better tolerance profile than current  
post-SSRI treatment
 
ETS2101 – refocus from infused form to explore oral form
• Early phase experimental clinical trials completed
• New data suggests potential for compound when given without  
a steroid pre-med 
Board changes – Appointment of Professor Trevor Jones as  
Non-Executive Director and Iain Ross as Non-Executive Chairman 
Prioritisation of asset commercialisation – progressing more 
projects from discovery platform and seeking partners for assets
Financial highlights 
• Net cash at £24.8m (FY15: £33.8m)
• Operating loss of £11.6m (FY15: loss of £10.2m)
• R&D tax credit of £2.5m (FY15: £2.0m)
• Discovery spend was £4.3m (FY15: £2.7m) due to the increase  
in number of active projects
12-29 
GOVERNANCE
12 Board of Directors
14  Directors' report
17  Directors' responsibilities statement
18 Corporate governance statement
22 Audit committee report
23 Directors’ remuneration report
24 Remuneration policy and statement  
of remuneration for 2015/16
30-52 
FINANCIAL STATEMENTS
30 Independent Auditor’s report
31  Consolidated income statement 
31 Consolidated statement of comprehensive income
32 Consolidated statement of changes in equity
33 Company statement of changes in equity
34 Balance sheets
35 Statements of cash flow
36 Notes (forming part of the financial statements)
Modern science  
for complex disease
1-11 
OVERVIEW
1  Highlights of 2015/16
2  Chairman’s statement 
4  Chief Executive Officer’s statement
7  Finance Director’s statement 
9 Strategic report
53 Notice of annual general meeting
56 Notes
57 Advisers Overview
2
e-Therapeutics plc Annual report and accounts 2016
Focus, Partner  
and Commercialise
To Focus, Partner and Commercialise 
I believe e-Therapeutics is at the cutting 
edge of science, has an excellent share 
register and is at a pivotal point in its 
development. Over a number of years, 
the Company has developed and refined 
its network pharmacology discovery 
platform. The team, led by Professor 
Malcolm Young, believes it now has the 
capability to provide the pharmaceutical 
and biotech industry with access to a 
highly efficient, proprietary ‘drug discovery 
engine’, which can enable and accelerate 
the identification of novel compounds in 
significant areas of unmet medical need.  
In my view, our mantra going forward 
should be to “Focus, Partner and 
Commercialise” to realise value for 
shareholders.
The core strength of the business lies  
in our novel discovery capability 
Since originally identifying our first lead 
development compounds, substantial 
investment has enabled us to accelerate 
the development and expand the 
Company’s discovery capabilities and 
infrastructure. The platform is now 
the core focus for the business as it 
provides fast and accurate data enabling 
the identification of highly potent novel 
compounds which have the potential to 
be ‘game changers’ in established multiple, 
billion dollar markets. 
We have continued with further analysis of 
the data since our preliminary examination 
of the ETS6103 Phase IIb results. The data 
confirm the predicted antidepressant 
activity of the compound and a detailed 
analysis is included in the Chief Executive 
Officer’s statement on page 4. We will 
not further fund the development of this 
program in the absence of a partner. 
Accordingly, the management is currently 
assessing the viability of the options for 
partnering this programme.
I believe that 
e-Therapeutics’  
time has come.” 
Chairman’s statement
In January of this year, I was delighted to be appointed as Chairman 
of the e-Therapeutics Board. During my short tenure, I have been 
impressed with the competence and skills of the management and 
staff, and also with the commitment of the shareholders and the 
Company’s advisers. In my view, e-Therapeutics is entering  
an exciting new chapter. 
In respect of ETS2101, we commenced 
a Phase Ib trial mid-year using an 
infusion formulation in hepatocellular 
cancer and pancreatic cancer. Recent 
evidence indicates the possibility that a 
different dosage form of ETS2101 may 
be preferable, as outlined in the Chief 
Executive Officer’s statement. We intend 
therefore to bring clinical trials using the 
infusion formulation to an orderly close 
in order to explore potentially superior 
routes of administration.
Beyond these older assets, the real core 
strength of this business lies in its novel 
discovery capability. This is where we 
intend to increasingly focus our efforts. 
By partnering we will accelerate the 
productivity of our discovery engine
The key challenge over the next 18-24 
months will be to further validate our 
novel discovery platform by entering 
collaborations with established industry 
partners who can financially and 
commercially translate the outputs  
of our platform into meaningful and 
important medicines.
By not going it alone, we can considerably 
reduce the development risk; at the same 
time, we can increase the probability of 
success by engaging with appropriate 
partners with specific expertise in the  
most appropriate therapeutics sectors.  
As a result, we have already started to 
target and engage with a number of 
potential partners. We recognise that  
it will take time and patience to be able  
to secure material partnerships. 
We need to be fit for purpose  
and flexible
Over the next few months we intend to 
build our in-house business development 
capabilities so that we will be in a better 
position to identify and engage with key  Overview
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Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
industry players and work effectively 
towards securing meaningful partnerships. 
We will need to maintain a degree of 
flexibility in terms of the timing and stage 
at which we secure partnerships and 
collaborations. The value inherent in our 
discovery projects and platform could 
be unlocked via preclinical out-licensing 
deals, early stage clinical development 
deals or discovery collaborations, providing 
important validation and portfolio 
diversification. 
In parallel with business development 
activities, our intellectual property portfolio 
will continue to be strengthened and 
broadened and we will take the necessary 
steps to protect our portfolio going 
forward as it is an inherent component 
of our enterprise value.
Strengthened Board for 
commercialisation chapter
During the period, Professor Trevor Jones 
joined the Board. He not only brings 
long scientific and R&D experience, 
but his acute insight and knowledge of 
the pharmaceutical industry will prove 
invaluable as we seek to market our 
capabilities. The Board and management 
will continue to evolve and strengthen to 
meet the challenges before us.
I believe that e-Therapeutics’ time has 
come and I look forward to working 
with the Board and management 
team to deliver some transformational 
relationships, which will ensure and 
enhance shareholder value. 
Iain G. Ross
Chairman
21 March 2016
The real core 
strength of this 
business lies in its 
novel discovery 
capability. This is 
where we intend to 
increasingly focus 
our efforts.” Overview
4
e-Therapeutics plc Annual report and accounts 2016
Strong progress  
in Discovery
Progress in Discovery
Following the substantial investment in 
2013, e-Therapeutics’ discovery platform 
has been developed from a prototype or 
‘academic’ system into a highly efficient, 
engineered production system, which is 
now in full operation. 
Our approach to drug discovery 
continues to yield a high number of 
potent compounds across multiple 
indications, delivered in a significantly 
shorter timeframe and at lower cost than 
traditional drug discovery approaches. 
We have identified thousands of active 
molecules in medically and commercially 
important areas. During the year, we 
undertook twelve active projects (FY15: six) 
and three projects (FY15: nil) are in lead 
optimisation. 
The disparity between the ‘hit rate’ of 
our platform and the published hit rates 
for older approaches to drug discovery 
remains strikingly high. Our projects’ 
average hit rate is around 25%, whereas 
conventional hit rates range around 0.01% 
(e.g. Bender A. Curr. Op. Drug Disc. & Dev., 
2008) – a disparity in our favour of some 
2,500 times. 
Among the molecules generated in this 
way, there are:
• Telomerase inhibitors which are  
about 1,000 times more potent in killing 
cancer cells than the previous best small 
molecules; 
• Hedgehog pathway (cancer) inhibitors 
with nanomolar potency, which do 
not bind the protein ‘SMO’, potentially 
addressing drug resistance to current 
products;
• Potent broad-spectrum antivirals, active 
against multiple rather than single 
strains of influenza. 
 
Our approach to 
drug discovery 
continues to yield 
a high number of 
potent compounds 
across multiple 
indications, delivered 
in a significantly 
shorter timeframe 
and at lower cost 
than traditional 
drug discovery 
approaches.”
Chief Executive Officer's statement
The Company sustained a high level of activity throughout the year, 
particularly in Discovery. We also reported preliminary analysis of 
clinical data on our anti-depression programme, ETS6103, which 
is reported definitively later in this report. The infused version 
of ETS2101 entered Phase Ib and we have detailed new evidence 
which is pivoting our interest to a possible oral doseform. Our cash 
resources were £24.8m at the end of the year and we anticipate 
receipt of an R&D tax credit of £2.5m relating to R&D spend incurred 
in the year. The Company remains well funded.
The most advanced of our discovery projects, 
in telomerase inhibition, hedgehog pathway 
inhibition and anti-TNFα (a key inflammatory 
cytokine) are now in lead optimisation.  
The expectation is that the most advanced 
will enter formal preclinical evaluation later  
this year.
Advantages of our platform
As we accumulate more data, we are 
increasingly confident that our discovery 
process improves fundamentally on the 
traditional approach to drug discovery, both 
in terms of time/cost and in its ability to 
identify active and highly potent compounds. 
Our experience suggests that we can 
progress from project initiation to 
identification and adoption of a lead 
compound in 24 months. This compares 
to industry statistics that suggest a time 
frame of anywhere between 3 and 5 years 
to the same end. In the discovery phase of 
each preclinical project, we typically identify 
many potent compounds across multiple 
chemotypes. We believe that this breadth 
increases the probability that each project 
will successfully progress. 
The agility of our platform means that we 
can now respond quickly and effectively to 
commercial opportunities. One example 
is that we are now generating small 
molecules in aspects of immuno-oncology 
as diverse as checkpoint inhibition, tumour 
microenvironment immune-potentiation, 
and control of systemic inflammatory 
response syndrome (SIRS – which is a 
very serious side effect of many advanced 
immunotherapies which may limit their 
practical use). We aim shortly to have the 
most comprehensive such programme 
available anywhere. 
Similarly, our small molecule broad-
spectrum antiviral programme has been 
focussed on dangerous influenza viruses, 
but is readily extensible to other pressing 
antiviral needs, such as Zika, Ebola and JCV 
(John Cunningham Virus). Overview
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Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
2015/2016 
in summary
ETS2101
Three Phase Ia trials completed, 
examining oral formulation for  
further exploration
ETS6103
Phase IIb trial completed
5,600
5,600 molecules in in vitro testing,  
with an average ‘hit rate’ of 25%
DISCOVERY
Twelve active projects,  
three in lead optimisation
£24.8M
Cash resources at 31 January 2016
Commercialisation is the priority
We are now focussing our efforts on 
commercialising both our preclinical and 
clinical assets, and our platform approach 
to drug discovery. Our work in this area 
has increased in the second half of the last 
financial year and the level of activity and 
focus will continue at a high level for the 
foreseeable future. 
Development programmes
ETS6103
In February 2016, we gave a preliminary 
update following the unblinding of 
the Phase IIb trial data. Since initial 
examination, in-depth analysis has now 
shown that the profile we hoped to have 
for the compound has been achieved. 
This trial was focused on major depressive 
disorder that is refractory or relapsing 
from first-line treatment with an SSRI 
(a class of drugs often used as first-line 
antidepressants). The randomised, double-
blind study was conducted in Glasgow. The 
study enrolled a total of 383 patients. 164 
patients who did not respond adequately 
to the first-line SSRI treatment (citalopram) 
were then randomised into one of three 
study arms, which included two doses  
of ETS6103 and one of amitriptyline. 
Patients were dosed over an eight-week 
treatment period.
Our aim was to determine whether 
ETS6103:  
 
(i) is an antidepressant, 
(ii) is capable of treating patients for   
 whom SSRI treatment has not  
 been successful, 
(iii)  could have a low therapeutic dose,   
 consistent with a low tolerance and  
 side effect burden, so that...
(iv) ...it has a more benign side effect and 
 tolerance profile than current 
 treatment with a tricyclic 
 antidepressant, such as amitriptyline.  Overview
6
e-Therapeutics plc Annual report and accounts 2016
Chief Executive Officer's statement continued
HCC in combination with SoC; eight into 
pancreatic in combination with SoC; 
twelve into HCC relapsed or refractory 
monotherapy; and 19 into pancreatic 
relapsed or refractory monotherapy. 
The presence of Cremophor in the infusion 
formulation requires that patients are 
pre-treated with dexamethasone because 
of its irritant side effects. Recent data show 
that ETS2101 can selectively modulate pro-
immune cytokines, an effect that is likely to 
be suppressed by dexamethasone. We are 
therefore examining closely factors around 
an oral, or other non-steroid, formulation 
for further exploration of ETS2101, and 
therefore will bring the Phase Ib study  
to an orderly close. 
Summary
Overall, the output from our discovery 
platform continues to progress very 
strongly. We have three discovery 
programmes with differentiated candidate 
molecules in lead optimisation and a 
fully operational and highly productive 
discovery platform that will continue to 
deliver valuable molecules. Realising the 
value of these projects is our priority, and 
we are now focused on partnering our 
programmes. We remain well funded  
for all our activities. 
Malcolm Young
Chief Executive Officer
21 March 2016 
An earlier small pilot trial showed that 
ETS6103 was an effective antidepressant, 
with non-inferiority in efficacy (p<0.05) 
compared to amitriptyline when ETS6103 
was given at a higher dose (200-400mg). 
The recent Phase IIb trial also evaluated 
non-inferiority to amitriptyline even though, 
in this case, the doses of ETS6103 were 
much lower.
The results were:
(i) ETS6103 is an antidepressant: 
• MADRS scores of patients in the 
ETS6103 arms improved significantly 
over the period of the trial (p<0.0001  
for both 70mg and 20mg); 
• All other depression scores showed the 
same strong effect (for 70mg: CGI-S  
p<10
-6
, and HAM-D p<10
-14
); 
• 32% of patients taking 70mg ETS6103 
responded, showing a decrease from 
baseline MADRS greater than 50% (28% 
for 20mg ETS6103);
• 20% of 70mg ETS6103 patients went 
into remission (MADRS score below 11) 
(13% on 20mg ETS6103); 
• Neither the response rate nor the 
remission rate for 70mg ETS6103 
differed statistically from those of 
amitriptyline (p>0.3 for response rate, 
and p>0.15 for remission).
(ii) ETS6103 is capable of treating some  
 depressed patients who did not   
 respond to SSRI treatment: all the  
 patients in (i) had previously not 
 responded adequately to the  
 SSRI citalopram;
(iii) ETS6103 at even low (20mg and  
 70mg) doses generated the results 
 in (i) above;
(iv) ETS6103 generated fewer 
 treatment emergent adverse events 
 than amitriptyline. Specifically, 
 there were fewer adverse events 
 overall, fewer gastrointestinal 
 disorders, and fewer nervous system 
 disorders than for amitriptyline.
As regards efficacy alone, while response 
and remission rates for 70mg ETS6103 
did not differ statistically from those for 
amitriptyline, the two low doses of ETS6103 
(20mg and 70mg) were not statistically 
non-inferior to amitriptyline. However, the 
overall benefit to patients who have not 
responded to an SSRI, taking account of 
response and remission rates together 
with a better side effect and tolerance 
profile when compared to amitriptyline, 
implies that ETS6103 may be an attractive 
therapeutic option for these patients. 
We have previously indicated that if the 
trial were successful we would look to out-
licence ETS6103. Our conclusion is that the 
results support the target product profile of 
ETS6103 that we hoped to have. ETS6103 
does indeed benefit SSRI-non-responders, 
and it does so with a better side effect and 
tolerance burden than other post-SSRI 
antidepressants, such as amitriptyline.  
In the context of a need for effective 
and less toxic antidepressants for those 
who are not treated successfully with 
SSRIs, ETS6103's profile may represent 
an additional treatment option for some 
patients, and we are progressing potential 
out-licensing steps.
ETS2101
During the year we completed three 
Phase Ia studies in the UK and US 
and commenced Phase Ib trials in 
hepatocellular carcinoma (HCC) and 
pancreatic cancer, across multiple 
locations. The first patient in these trials 
was dosed in May 2015. All of these 
trials employed an infusion formulation 
containing Cremophor. We have 
determined the maximum tolerated  
dose (MTD) for this form as 30mg/kg. 
The current Phase Ib trial is investigating 
the safety, tolerability and anti-tumour 
activity of ETS2101 with the infusion 
formulation. Both the HCC and pancreatic 
cancer trials involve two arms: either 
in combination with the standard of 
care (SoC) for newly diagnosed HCC 
or pancreatic cancer patients or as a 
monotherapy in patients with primary  
HCC or pancreatic cancer who have 
relapsed or refractory disease. Eight 
patients have been enrolled into the   Overview
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e-Therapeutics plc Annual report and accounts 2016
Increased R&D spending
Finance Director's statement
The Company's operating loss in the year was £11.6m (12 months 
to January 2015: loss of £10.2m). The overall expenditure on 
research and development increased over the previous year, 
although there was a change in mix with a £1.6m increase in 
Discovery costs offset slightly by a £0.3m decline in Development 
spend. Central and administrative costs were broadly flat  
at £1.8m (12 months to January 2015: £1.7m).
Discovery spend in the year was £4.3m 
(12 months to January 2015: £2.7m). 
Internal spend was broadly flat during the 
year. External project spend of £2.3m was 
£1.6m ahead of the prior year (12 months 
to January 2015: £0.7m). This increase 
is a reflection of the combination of the 
number of active projects and the relative 
stage, within preclinical discovery, of each 
project – the initial assay work is relatively 
less expensive than the later stages of 
optimisation and lead compound selection. 
External project spend in Q4 FY16 of 
£0.8m compares to £0.3m in Q1 FY16. 
Outstanding external project orders at 
the year-end were £1.7m. We anticipate 
a continued high level of external project 
spend throughout the current year. 
Development spend was down £0.3m in 
the year to £5.5m (12 months to January 
2015: £5.8m). Spend on ETS2101 was 
£0.1m lower reflecting a combination of 
the completion of the Phase Ia UK and US 
trials and the absence of oral formulation 
trial costs in the last financial year. The 
Phase Ib trials will account for the majority 
of the ETS2101 costs in the current year. 
With the change in strategy for ETS2101, 
this cost is expected to fall significantly  
as the trial is wound down.
Spend on ETS6103 was lower in H2 FY16 
than either of H1 FY16 or H2 FY15 as the 
Phase IIb trial neared completion.  
We anticipate some modest completion 
costs in the new financial year in relation  
to this trial.
The anticipated 
receipt of the £2.5m 
R&D tax credit in the 
current year, when 
added to the year-
end net cash position, 
gives us around  
£27m of funds.”
Central spend was marginally ahead of the 
prior year at £1.8m. There was a £0.1m 
increase in the IFRS2 share-based payment 
charge and a £0.3m increase in business 
development expenditure, much of which 
was incurred in the second half.
We anticipate an R&D tax credit arising 
from allowable R&D spend in FY16 of 
£2.5m (12 months to January 2015: £2.0m). 
We are pleased to report that last year we 
were able to bring forward the cash receipt 
of the R&D tax credit by three months 
when compared to the prior year. This 
was as a result of advanced planning that 
meant that we were able to report audited 
preliminary figures two months earlier 
than the prior year. Consequently we were 
able to file our R&D tax claim early and this 
resulted in the cash receipt in H1 FY16.  
We are targeting a similar performance  
in the current year.   Overview
8
e-Therapeutics plc Annual report and accounts 2016
Finance Director's statement continued
The year-end net cash of £24.8m was 
£9m lower than the opening position. The 
difference between the net cash outflow of 
£9m and the operating loss of £11.6m is 
primarily a result of the receipt of the £2m 
R&D tax credit, £0.3m of interest received 
and a small net inflow from working capital 
offset slightly by a £0.1m investment in 
patents.
The anticipated receipt of the £2.5m R&D 
tax credit in the current year, when added 
to the year-end net cash position, gives 
us around £27m of funds. Subject to no 
change in the tax environment, we could 
receive up to an additional £6m of R&D 
tax credits over the coming years as we 
continue to invest in the core business.
Steve Medlicott
Finance Director
21 March 2016
£10.0M
R&D spend (31 January 2015: £8.5m)
£2.5M
Anticipated R&D tax credit  
(31 January 2015: £2.0m)
£11.3M
Loss before tax  
(31 January 2015: loss of £9.8m)
£24.8M
Cash and liquid resources  
(31 January 2015: £33.8m)
Financial 
highlights
We anticipate a 
continued high level 
of external project 
spend throughout 
the current year.” Overview
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Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Strategic report
Strategy and 
business model
The Group’s business strategy is to discover and where 
appropriate to develop promising drug candidates through 
early and mid-clinical phases to “clinical proof of concept”, 
and to license them to an industry partner for late stage 
development and commercialisation. We expect this approach 
to generate revenues in the form of upfront payments, 
progress-based milestone payments and royalties on sales. 
e-Therapeutics may also enter into strategic drug discovery 
collaborations with selected organisations.
Following this strategy is expected to result in continuing 
losses until revenues from these sources exceed investment 
in R&D. The Board expects to be able to support its discovery 
and development plans for the foreseeable future even in the 
absence of any income from partners.
During this period we plan to complete the review of the 
results of the Phase IIb trial of ETS6103 and conclude 
a licensing deal for the product if the clinical data are 
supportive, and to effect an orderly conclusion of the Phase 
Ib trial of the infused form of ETS2101 and focus on the 
viability of the development of an oral dose form for further 
investigation within an immuno-oncology setting. We also 
expect to add new candidates to our pipeline and advance 
a small number of the best of these through preclinical 
development, giving e-Therapeutics a broader portfolio  
in which risk is diversified and with multiple sources of 
potential upside.
Business review
The Group’s results for the year are set out in  
the consolidated income statement on page 31.  
A review of the Group’s performance during 
the year, together with its position at the end of 
the year, is given in the Chief Executive Officer’s 
statement and the Finance Director’s statement  
on pages 4 to 8. 
Principal risks and 
uncertainties
The principal risks faced by the Group,  
and the actions taken to mitigate them,  
are detailed overleaf.
Key performance indicators
The Directors monitor a number of performance 
indicators on a regular basis, the most important 
of which are summarised on page 11.
The future
More information on the Group’s future 
prospects and the Directors’ consideration  
of the applicability of the going concern basis  
of accounting appears on page 11. Overview
10
e-Therapeutics plc Annual report and accounts 2016
The principal risks faced by the Group, and the actions  
taken to mitigate them, are shown in the table below.
Principal risks and uncertainties
Mitigating our risks
Risk and description Principal mitigation
Intellectual property 
In common with other companies engaged in drug discovery,  
the Group faces the risk that intellectual property rights necessary 
to exploit its Research and Development efforts may not be 
adequately secured or defended. Similarly the intellectual rights 
relating to the Group’s technology platform may not be adequately 
secured or defended. The Group’s intellectual property may also 
become subject to infringement claims by others, or obsolete, 
preventing commercial exploitation.
The Group actively manages its intellectual property (IP) engaging 
with specialists to apply for and defend IP rights in appropriate 
territories. The Group’s patent portfolio is reviewed regularly. 
Research and Development 
The Group may not generate further attractive drug candidates 
and candidates already in development may fail in preclinical 
testing or clinical trials because of lack of efficacy, unacceptable 
side effects or insurmountable challenges in conducting studies 
adequate to support regulatory approvals. Practical issues, such 
as inability to devise acceptable formulations for products or 
inability to manufacture products at acceptable cost, may also 
lead to failure of candidates in development.
The Group’s drug discovery activity is designed to generate 
multiple structurally diverse candidates. In deciding which of these 
candidates to advance to preclinical testing and human clinical 
trials the Group considers a range of factors including technical, IP, 
commercial, medical, economic and financial, where appropriate 
seeking advice from relevant experts.
Regulatory
Drug development is a highly regulated activity governed  
by different regulatory authorities in different jurisdictions. 
It can be difficult to predict the exact requirements of different 
regulatory bodies and decisions by regulators may lead to delays 
in development and approval of drugs or lack of marketing 
authorisations in some or all territories.
The Group’s drug development team includes specialists in 
regulatory affairs who consult with other experts to ensure that 
internal control processes and clinical trial design meet current 
regulatory requirements. The Group also engages directly with 
regulatory authorities when appropriate. 
Technology 
The Group’s technology platform and its individual programmes 
may be superseded by direct competitors.
The Group has pioneered the development of network 
pharmacology as a method of drug discovery and pursues a process 
of continuous improvement and development of its technology 
platform. The Group maintains a portfolio of drug development 
assets to minimise the impact of individual assets being superseded.
Commercial and economic 
The Group may be unable to license its products to partners or 
may not be able to execute licensing deals that provide significant 
revenues. Development of alternative technologies or products 
may undermine the Group’s capacity to generate revenue flowing 
from commercialisation of its assets. If the Group’s drugs are 
commercialised, they may not generate significant revenues if their 
use and sale is restricted by regulators or by failure of healthcare 
payors to provide adequate reimbursement of drug costs.
In order to maximise the likelihood of entering into attractive 
discovery collaboration and licensing deals, the Group aims to 
ensure that potential licensors are appraised of candidates’ 
progress in discovery and/or clinical trials. The commercial 
prospects of each drug discovery or development programme 
are reviewed on a regular basis. The Group consults with clinical 
and scientific experts to assess the potential impact of competing 
products and technologies or changes in the economic landscape 
pertaining to specific disease indications. The Group actively 
considers the opportunities for value realisation at multiple points 
within the drug discovery and development process.
Financial
The successful development of the Group’s assets requires 
financial investment which can come from revenues, commercial 
partners or investors. Failure to generate additional funding from 
these sources may compromise the Group’s ability to execute  
its business plans or to continue in business.
The Group has successfully engaged with investors to generate 
significant cash resources, which are considered sufficient to fund 
current plans for clinical development and the generation of new 
drug candidates using the Group’s technology platform, and any 
advancement of these candidates to preclinical testing and clinical 
development. The Group operates robust controls over expenditure 
including detailed budgeting and authorisation of individual orders.
Operational
The Group may not be able to recruit and retain appropriately 
qualified staff. Facilities and other resources may become 
unavailable.
The Group’s recruitment processes are tailored to identify and attract 
the best candidates for specific roles. The Group aims to provide 
competitive rewards and incentives to staff and Directors, and 
informally benchmarks the level of benefits provided to its people 
against similar companies. 
The Group maintains appropriate types and levels of insurance cover 
and has business continuity and disaster recovery plans in place. Overview
11
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Key performance indicators (KPIs)
The Directors monitor a number of performance indicators on a regular 
basis, the most important of which are summarised below.
Measuring our progress
Future developments
The Group retains a sound financial base 
following the 2013 fundraising, which it is 
using to continue to support its current 
discovery and development activity. 
We expect that the most advanced of 
our discovery assets may enter formal 
preclinical development later this year.  
We aim to see progress from our focus  
on the commercialisation of our preclinical 
and clinical assets and our platform 
approach to drug discovery.
Going concern basis
Information on the Group’s business 
activities and financial position, together 
with the factors most likely to affect its 
future development, performance and 
position, is set out above. In addition, Note 
24 to the financial statements includes the 
Group’s objectives, policies and processes 
for managing its capital, its financial risk 
management objectives and its exposures 
to credit risk and liquidity risk.
During the year the Group met its day-
to-day working capital requirements 
through cash reserves obtained through 
fundraising. The Directors consider 
that the current position of the Group 
is not unusual for a drug discovery and 
development company.
The Group has prepared detailed financial 
forecasts for the next two years.  
 
These forecasts assume no sales and the 
continuation of costs associated with drug 
discovery and development. The forecasts 
show that the Group should be able to 
operate within the level of its current cash 
balances for in excess of two years from 
the date of these financial statements.
The Directors have a reasonable 
expectation that the Company and the 
Group have adequate resources to 
continue in operational existence for 
the foreseeable future. Accordingly, they 
continue to adopt the going concern basis 
of accounting in preparing the annual 
financial statements.
Approved by the Board and signed on  
its behalf by
Iain G. Ross
Chairman
21 March 2016
Cash resources
£33.8m
£43.1m
2014 2015
£24.8m
2016
Where to look  
for more detail
Notes 18 and 19 
page 45
Where to look  
for more detail
Finance Director's 
statement 
pages 7 and 8
-27%
£10.0m
£8.5m
£5.4m
Research and Development spend
2014 2015 2016
+16%
Financial KPIs
Number of active discovery projects
6
2
2014 2015
12
2016
Where to look  
for more detail
Chief Executive 
Officer's statement 
pages 4 to 6
+100%
5,600
2,200
100
Number of molecules in in vitro testing
2014 2015 2016
+155%
Non-financial KPIs
Where to look  
for more detail
Chief Executive 
Officer's statement 
pages 4 to 6 Governance
12
e-Therapeutics plc Annual report and accounts 2016
Our expert team
Professor Malcolm Young
Chief Executive Officer
Malcolm, 55, is a scientist by background. 
He has been Director of the Complex 
Systems Group, Director of the Institute 
for Neuroscience, Provost of the Faculty 
of Science, Agriculture and Engineering 
and Pro-Vice Chancellor for Strategic 
Development at Newcastle University, 
after having been a Royal Society Research 
Fellow at the RIKEN Institute in Japan and 
at Oxford University. The main goals of his 
research have been to understand how 
biological function arises from structural 
aspects of complex biological systems.
Malcolm is one of 18 scientists worldwide 
nominated by The Sunday Times in 
1999 as the “Brains behind the 21st 
Century”. His scientific experience and 
expertise is now dedicated to discovering 
and developing new medicines at 
e-Therapeutics. Malcolm founded the 
Company and has led its development 
since. He was awarded Innovation 
Entrepreneur of the Year by Ernst and 
Young for the North and Midlands in  
June 2010. Malcolm was acting Chairman 
of the Company from January 2015 until 
January 2016. Malcolm is also a Non-
Executive Director of Lisles Research 
Limited, Novotech Investment Limited  
and of Searchbolt Limited.
Mr Steven Medlicott
Finance Director 
Steve, 50, joined e-Therapeutics’ 
management team in April 2014, having 
previously advised the Company in its 
£40m fundraising in 2013. He is  
a Chartered Accountant.
Prior to joining e-Therapeutics Steve 
worked in the UK equity market for over 
20 years. During this time he was involved 
primarily in research and advised on 
numerous flotations, acquisitions and 
corporate transactions. He has held 
various research and executive roles  
within UK capital market companies 
including Altium Capital, N+1 Singer and 
Peel Hunt. He co-founded Blueprint 
Advisors in 2012.
Mr Stephen Self
Development Director
Steve, 61, began his career in chemistry 
in 1975 with The Wellcome Foundation. 
He held positions in both Research and 
Development and Operations before being 
appointed as a full-time project manager 
in Wellcome Research in 1987. He became 
Head of Project Management in 1991 and 
was appointed Group Vice-President for 
Project Management in 1993.
Steve joined Boots Healthcare International 
in 1995 as Head of Respiratory and 
Analgesic product development, before 
joining Merck Generics in 1997 as European 
Technical Director. He was appointed 
as Merck Generic Group’s Research and 
Development Director in 1999 and stayed 
with Merck until the sale of the company to 
Mylan in 2007. He then worked for a private 
equity bank on major US pharmaceutical 
acquisitions before joining e-Therapeutics 
to drive the Company’s clinical development 
activities in December 2010.
Board of Directors
Mr Sean Nicolson
Executive Director and  
Company Secretary
Sean, 50, has over 25 years’ experience 
advising biotechnology and technology 
businesses on commercial and corporate 
finance transactions. Before joining 
e-Therapeutics in April 2015, he was 
previously a solicitor and equity partner in 
the corporate team of Bond Dickinson LLP. 
Sean has worked with e-Therapeutics 
since its formation and advised it on its 
flotation and subsequent fundraisings. 
He has served as Company Secretary of 
e-Therapeutics and its subsidiary since  
its flotation. Sean is also a Director and 
Non-Executive Chairman of Armstrong 
Ventures plc. Governance
13
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Professor Trevor Jones CBE
Non-Executive Director
Trevor, 73, has over 40 years’ distinguished 
experience in the pharmaceutical and 
biotech industry as well as in academia. He 
is currently Chairman of the international 
CRO, Simbec-Orion Group Limited, and 
a Non-Executive Director of the Welsh 
investment company, Arthurian Life 
Sciences Limited and the global health 
and life sciences investment company 
Perceptive Bioscience Investments Limited. 
He is also Visiting Professor at King’s 
College, London and holds honorary 
degrees and Gold Medals from seven 
universities.
Previously, Trevor held significant roles in 
industry including Director of Allergan Inc 
from 2005 to 2015 and R&D Director of 
The Wellcome Foundation from 1987-
1994, where he was responsible for the 
development of AZT, Zovirax, Lamictal, 
Malarone and other medicines.
Trevor has also held a number of advisory 
and regulatory roles including Director 
General of the Association of the British 
Pharmaceutical Industry (ABPI), board 
member of the European Federation of 
Pharmaceutical Industry Associations 
(EFPIA) and the International Federation 
of Pharmaceutical Manufacturers 
Associations (IFPMA), a member of the 
UK Government regulatory agency, The 
Medicines Commission, a member of the 
UK Government Pharmaceutical Industry 
Ministerial Strategy Working Group 
on Pharmaceuticals, an adviser to the 
Cabinet Office on the Human Genome 
Project, a member of the Prime Minister’s 
Task Force on the Competitiveness of 
the Pharmaceutical Industry (PICTF) and 
Chair of the Government Advisory Group 
on Genetics Research. He joined the 
e-Therapeutics Board in October 2015  
and chairs the remuneration committee.
Mr Brad Hoy
Non-Executive Director
Brad, 53, has over 20 years’ commercial 
experience in the pharmaceutical and 
biotechnology industries gained through 
financial and general management roles  
in the UK and US.
Brad is Director and co-founder of Seven 
Hills Venture Partners Limited, a life 
sciences advisory firm based in Edinburgh. 
Previously Brad was Chief Financial Officer 
of Plethora Solutions Holdings plc, an AIM-
listed speciality pharmaceutical company; 
Chief Executive Officer of Xcellsyz Limited, 
a UK venture capital-backed life science 
company; and Senior Director of Geron 
Corporation’s stem cell-focused UK 
subsidiary. Prior to co-founding Seven 
Hills, Brad was Chief Financial Officer at 
Cyclacel Limited, a UK oncology company, 
and he held senior financial management 
positions at ChiRex Inc., a US-based 
pharmaceutical CMO. Brad is a Chartered 
Management Accountant. He was 
appointed as a Non-Executive Director  
of e-Therapeutics in September 2008,  
and chairs the audit committee.
Mr Iain Ross
Non-Executive Chairman
 
Iain, 62, has over 35 years’ experience 
in the international life sciences and 
technology sectors where he has 
completed multiple financing transactions, 
and over 25 years in cross-border 
management as a chairman and  
chief executive officer. He has led and 
participated in five Initial Public Offerings, 
and has direct experience of M&A 
transactions in Europe, USA and  
Pacific Rim.
Currently he is Non-Executive Chairman of 
Premier Veterinary Group plc and Biomer 
Technology Ltd; and also a Non-Executive 
Director of Anatara LifeSciences Ltd, 
Benitec Biopharma Ltd and Novogen  
Ltd each of which is listed on the ASX. He 
is a qualified Chartered Director, and Vice 
Chairman of the Council of Royal Holloway, 
London University.
Previously, he has held significant roles 
in multi-national companies including 
Sandoz, Hoffman La Roche, Reed Business 
Publishing and Celltech Group plc where 
as Chief Executive Officer of Celltech 
Biologics plc, he moved the company from 
a loss-making position to reporting a net 
profit before the sale to Lonza. He has 
advised banks and private equity groups 
on numerous company turnarounds. 
These include as Chief Executive Officer of 
Quadrant Healthcare taking the company 
public, signing numerous collaborations 
and selling the business to Elan in 2001. 
As Chairman and Chief Executive Officer, 
at Allergy Therapeutics, he re-structured 
the company balance sheet to position 
Allergy Therapeutics as a virtually debt 
free cash generative company prior to its 
subsequent IPO. As Executive Chairman 
at Silence Therapeutics Plc (formerly 
SR Pharma plc), he turned the business 
around through M&A and established 
collaborations with Pfizer, Astra Zeneca 
and Dainippon Sumitomo before 
completing a merger with Intradigm Inc. 
Iain was appointed as Chairman  
of e-Therapeutics in January 2016.  Governance
14
e-Therapeutics plc Annual report and accounts 2016
Directors' report 
The Directors present their report and the audited financial statements for the year ended 31 January 2016.
Biographical details of the Directors are given on pages 12 and 13. All Directors served throughout the year except as follows:  
Sean Nicolson was appointed on 1 April 2015; Raj Chopra resigned and Trevor Jones was appointed on 28 October 2015; Iain Ross 
was appointed on 6 January 2016.
Directors’ remuneration
Details of Directors’ remuneration and shareholdings appear in the Directors’ remuneration report and the remuneration policy  
and statement of remuneration for 2015/16 on pages 23 to 29.
Research and Development
The Group continues to invest in discovery research and drug development activities, aspects of which are outsourced when appropriate.
Political donations
The Group made no political donations during the current or prior year.
Financial instruments and financial risk management
The financial risks faced by the Group, and its policy towards these risks, are set out in Note 24 to the accounts.
Proposed dividend
The Directors do not recommend the payment of a dividend (2015: £nil).
Employees
The Group provides equal opportunities to all staff and employees and recruits the most suitably qualified person for each position.  
Full and fair consideration is given to applications for employment from disabled people.
Health and safety
The Directors are committed to high standards of health and safety at work. No significant incidents have been recorded during  
the period.
Major shareholdings
On 15 March 2016 the Company had been notified of the following shareholders with 3% or more of the issued share capital  
of the Company:
    Ordinary 
    shares of 
    0.1 pence each
    Number %
Invesco Asset Management    84,524,060 31.99
Woodford Asset Management    46,807,479 17.7
Aviva Investors Global Services    44,073,702 16.7
Henderson Global Investors    26,445,958 10.0
Professor Malcolm Young    20,644,958 7.8
Octopus Group    11,097,658 4.2
The Company did not receive any notifications under Disclosure and Transparency Rule 5 during the period between 31 January 2016 
and 15 March 2016.
Articles of association and capital structure
The rights and obligations attaching to the Company’s ordinary shares are set out in the Company’s articles of association, copies  
of which can be obtained from Companies House in the UK or by writing to the Company Secretary.
There are no restrictions on the transfer or voting of securities in the Company and there are no agreements known to the Company 
which might result in such restrictions. There are no shareholders carrying special rights with regard to the control of the Company. Governance
15
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Disclosure of information to Auditor
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as each of them is aware, there is  
no relevant audit information of which the Company’s Auditor is unaware, and each Director has taken all the steps that he ought to 
have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s Auditor is aware 
of that information. 
 
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. 
 
Independent Auditor 
In accordance with section 489 of the Companies Act 2006, a resolution for the re-appointment of Deloitte LLP as Auditor of the 
Company is to be proposed at the forthcoming annual general meeting (AGM). Deloitte LLP was first appointed as Auditor of the 
Company at the AGM in July 2014, following an extensive tender process.
Directors’ and officers’ liability insurance
The Company has, as permitted by the Companies Act 2006, maintained insurance cover on behalf of the Directors, indemnifying 
them against certain liabilities which may be incurred by them in relation to the Company.
Post-balance sheet events
There were no material post-balance sheet events requiring disclosure in the financial statements.
Annual general meeting
At the AGM, the following resolutions will be proposed:
Resolution 1: Report and accounts
The Directors must present their report and the annual accounts to the meeting. This gives shareholders the opportunity to ask 
questions on the content before voting on the resolution.
Resolutions 2, 3 and 4: Directors
The Company’s articles of association require Directors to retire and submit themselves for election at the first AGM following their 
appointment and for re-election at least every three years thereafter. The Directors who retire at each AGM are those who would 
otherwise have served for over three years without re-election by the date of the following AGM. Trevor Jones was appointed as Non-
Executive Director in October 2015 and Iain Ross was appointed as Non-Executive Chairman in January 2016. Malcolm Young was last 
elected in July 2013, and will accordingly retire and submit himself for re-election at the AGM. The Board has approved the nomination 
of all Directors seeking election and re-election at the AGM. Each of the Directors has skills and experience which relate directly to the 
Company’s strategic objectives. The Board recommends shareholders vote in favour of all the resolutions relating to the election and 
re-election of Directors.
Resolution 5: Appointment of the Auditor
An ordinary resolution will be proposed to appoint Deloitte LLP as the Company’s Auditor to hold office from the conclusion of the 
AGM until the conclusion of the next general meeting at which accounts are laid before the Company.
Resolution 6: Remuneration of the Auditor
An ordinary resolution will be proposed to authorise the Directors to determine the remuneration payable to the Auditor.
Resolution 7: Directors’ authority to allot shares
This resolution seeks shareholder approval for the Directors to be authorised to allot shares. Under the provisions of section 551 
of the Companies Act 2006, the Directors are not permitted to allot shares unless authorised to do so by the shareholders. This Act 
provides for such authority to be granted either by the Company in general meeting or by the articles of association and in both cases 
such authority must be renewed at least every five years. Notwithstanding the statutory provisions, in accordance with institutional 
best practice, it is the present intention of the Board to seek a similar authority each year.
At the previous AGM of the Company held on 11 June 2015, the Directors were given authority to allot ordinary shares in the capital 
of the Company up to approximately 70% of the Company’s then issued ordinary share capital. The Directors consider it appropriate 
that this authority be renewed and seek authority to allot shares in the capital of the Company up to a maximum nominal amount 
of £185,118.89, representing 70% of the Company’s issued ordinary share capital as at 15 March 2016. This power will last until the 
conclusion of the next AGM of the Company. The Directors have no present intention of exercising this authority. Governance
16
e-Therapeutics plc Annual report and accounts 2016
Directors' report continued 
Resolution 8: Directors’ power to disapply pre-emption rights
This resolution, which will be proposed as a special resolution, supplements the Directors’ authority to allot shares in the Company 
proposed by resolution 7.
Section 561 of the Companies Act 2006 requires a company proposing to allot equity securities (which includes selling shares held in 
treasury) to offer them first to existing shareholders in proportion to their existing shareholdings. Equity securities includes ordinary 
shares (the only class of share capital the Company has at present) but does not include shares issued under employee share 
schemes. If resolution 8 is passed, the requirement imposed by section 561 will not apply to allotments by the Directors in the  
specific cases referred to in the resolution and also in the following cases:
1. in connection with a rights (or similar) issue, where strict application of the principle in section 561 could (for example) either  
result in fractional entitlements to shares arising or require the issue of shares where this would be impractical because of local, 
legal or regulatory requirements in any given overseas jurisdiction; and
2. allotments of shares for cash up to a total nominal value of £52,891.11 (representing 20% of the Company’s issued share capital  
at 15 March 2016).
This authority will expire at the conclusion of the next AGM or, if earlier, 15 months after the date of the resolution, except in so far 
as commitments to allot shares have been entered into before that date. It is the present intention of the Directors to seek a similar 
authority annually.
The Directors believe that this resolution together with resolution 7 will provide the Company with flexibility to take advantage  
of business opportunities that may arise.
Iain G. Ross
Chairman
21 March 2016 Governance
17
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Directors’ responsibilities statement
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and 
regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required 
to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the 
European Union and Article 4 of the IAS Regulation and have also chosen to prepare the parent company financial statements under 
IFRSs as adopted by the EU. Under company law the Directors must not approve the accounts unless they are satisfied that they give 
a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these 
financial statements, International Accounting Standard 1 requires that directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable 
information; 
• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to 
understand the impact of particular transactions, other events and conditions on the entity's financial position and financial 
performance; and
• make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s 
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that 
the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company 
and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s 
website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from 
legislation in other jurisdictions.
Responsibility statement  
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European 
Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings 
included in the consolidation taken as a whole;
• the strategic report includes a fair review of the development and performance of the business and the position of the Company 
and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and 
uncertainties that they face; and
• the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information 
necessary for shareholders to assess the Company’s performance, business model and strategy.
This responsibility statement was approved by the Board of Directors on 21 March 2016 and is signed on its behalf by:
Malcolm Young  Steven Medlicott
Chief Executive Officer  Finance Director
21 March 2016  Governance
18
e-Therapeutics plc Annual report and accounts 2016
Corporate governance statement 
As an AIM-listed company, e-Therapeutics does not have to comply with the UK Corporate Governance Code published by the 
Financial Reporting Council in 2012. However, the Board embraces the principles of good corporate governance and has continued  
to apply high standards of governance by having regard to the principles of the QCA Corporate Governance Code for small and 
medium sized listed companies published in 2013 (QCA Code) insofar as they are appropriate to a company of e-Therapeutics’ size 
and market capitalisation. This year’s annual report again includes additional disclosure of Directors’ remuneration and a description 
of the work of the audit committee.
Board of Directors
During the year under review, the Board comprised four Executive Directors (Malcolm Young, Steve Medlicott and Steve Self and, from 
1 April 2015, Sean Nicolson) and four Non-Executive Directors (Brad Hoy, and, from 28 October 2015, Trevor Jones and from 6 January 
2016, Iain Ross, and, prior to his resignation on 28 October 2015, Raj Chopra). A brief biographical summary of each Director is given 
on pages 12 and 13.
The Board is responsible to shareholders for the effective stewardship of the Company’s affairs and has a formal schedule of matters 
specifically reserved for its decision which include: overall company strategy, the annual business plan, acquisitions, approval of 
aggregate expenditure in discovery and development projects, the approval of the accounts, the effectiveness of governance practice 
and risk management, the appointment of senior executives and the consideration of significant financial matters and regulatory issues. 
The Board also seeks to ensure that the necessary financial and human resources are in place for the Company to be able to meet its 
objectives, to review management performance and to ensure that its obligations to its shareholders are understood and met.
Chairman
Iain Ross was appointed as Non-Executive Chairman on 6 January 2016. From 1 January 2015 until Iain’s appointment, Malcolm Young 
served as interim Chairman and Brad Hoy as Senior Independent Director. The Non-Executive Chairman is responsible for organising 
the business of the Board, ensuring its effectiveness and setting its agenda, and has no involvement in the day-to-day business of the 
Company. He facilitates the effective contribution of the Directors and ensures that they receive accurate, timely and clear information 
and that they communicate effectively with shareholders.
Company Secretary
Sean Nicolson has been the Company Secretary since 2007. He provides information and advice on corporate governance and 
individual support to Directors on any aspect of their role, particularly supporting the Chairman and those who chair Board 
committees. Directors may also take independent professional advice at the Company’s expense where necessary in the performance 
of their duties. 
Reporting directly to the Chairman, the Company Secretary is responsible for ensuring that Board procedures are followed, that 
the Company complies with company law and the AIM Rules and that the Board receives the information it needs to fulfil its duties 
effectively. The appointment (or termination of appointment) of the Company Secretary is a matter for decision by the whole Board.
Independence of Directors
The Board currently comprises the Chief Executive Officer, three further Executive Directors and three independent Non-Executive 
Directors. The independent Non-Executive Directors, Iain Ross, Brad Hoy and Trevor Jones, constructively challenge and help develop 
proposals on strategy and bring strong, independent judgement, knowledge and experience to the Board’s deliberations.  
The independent Directors are of sufficient calibre that their views carry significant weight in the Board’s decision making.
The Board considers Iain Ross, Brad Hoy and Trevor Jones to be independent in character and judgement and they:
• have not been employees of the Group within the last five years
• have not, or have not had within the last three years, a material business relationship with the Group
• have no close family ties with any of the Group’s advisers, Directors or senior employees
• do not hold cross-directorships or have significant links with other Directors through involvement in other companies or bodies
• do not represent a significant shareholder
Non-Executive Directors have from time to time been remunerated in part by the issue of fully paid shares. The Board considers that 
such arrangements align the interests of shareholders and the Non-Executive Directors in an appropriate manner. The majority of the 
Non-Executive Directors’ remuneration continues to be paid in cash.
The Company Secretary maintains a register of outside interests and any potential conflicts of interest are reported to the Board.  
The Non-Executive Directors have regular opportunities to meet without Executive Directors being present (including time after  
Board and committee meetings). Governance
19
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Professional development
Throughout their period in office the Directors are continually updated on the Group’s business, the competitive and regulatory 
environments in which it operates, corporate social responsibility matters and other changes affecting the Group and the industry it 
operates in as a whole by written briefings and meetings with senior executives. Directors are also advised on appointment of their 
legal and other duties and obligations as a director of a listed company, both in writing and in face-to-face meetings with the Company 
Secretary. They are reminded of these duties and they are also updated on changes to the legal and governance requirements of the 
Group and upon themselves as Directors.
Re-election
In accordance with the articles of association, each Director must be subject to re-election at least every three years. All newly 
appointed Directors are also subject to election by the shareholders.
The Board in 2015/16
The Board’s focus at the beginning of the year was to accelerate the discovery of new drugs and to make substantial progress in the 
clinical trials of ETS2101 and ETS6103. More information on these matters is provided in the Chairman’s and Chief Executive Officer's 
statements and the strategic report.
The Board continued to develop its investor strategy to promote greater liquidity of the Company’s shares.
The overall performance of the Company was reviewed throughout the year.
Meetings of the Board and committees of the Board
During the financial year the Board met five times in person and on other occasions by telephone. In addition, authority was delegated 
on an ad hoc basis to committees to deal with statutory matters such as the approval of the announcements of the final results and 
interim statement. Those committee meetings are not reported below.
The number of meetings attended by each Director was as follows:
    Audit Remuneration
Director   Board committee committee
Malcolm Young   5 n/a n/a
Steve Medlicott   5 n/a n/a
Steve Self   4 n/a n/a
Sean Nicolson
1
   4 n/a n/a 
Iain Ross (Non-Executive)
2
   — — —
Brad Hoy (Non-Executive)   5 2 2
Trevor Jones (Non-Executive)
3
   1 n/a —
Raj Chopra (Non-Executive)
4
   4 2 2
1  Appointed on 1 April 2015.
2  Appointed on 6 January 2016.
3  Appointed on 28 October 2015.
4  Resigned on 28 October 2015.
Board committees
The Board has appointed two standing committees to make recommendations to the Board in specific areas, as follows:
Audit committee
The audit committee’s primary responsibilities are to review the financial statements, to ensure that there are suitable internal 
control and risk management systems in place, to consider the appointment of the external Auditor and its independence and to 
review audit effectiveness. The audit committee consists entirely of independent Non-Executive Directors. Brad Hoy, a Chartered 
Management Accountant and former Chief Financial Officer of Plethora Solutions Holdings plc, chairs the audit committee. Iain Ross is 
the other member of the committee. With the consent of the committee chairman, meetings are attended by the Finance Director and 
representatives of the Company’s independent Auditor. Time is set aside for discussions between the Non-Executive Directors and the 
independent Auditor in private. The audit committee’s report on its work during the year appears on page 22.
Remuneration committee
The remuneration committee makes recommendations to the Board on strategy and policy for executive remuneration. It also sets 
the remuneration packages for the Executive Directors and is also responsible for the granting of options under the Company’s share 
option schemes to Executive Directors. The chairman of the remuneration committee is Trevor Jones and the other members are Iain 
Ross and Brad Hoy. No Executive Director takes part in discussions regarding their own remuneration. The remuneration committee 
considers that inclusion of fluctuating emoluments, which include performance bonuses, is an important element of the Company’s 
employment of Executive Directors and senior managers. The remuneration of the Non-Executive Directors is set by the Board, led by 
the Executive Directors. The remuneration committee’s reports on its work during the year may be found on pages 23 to 29. Governance
20
e-Therapeutics plc Annual report and accounts 2016
Corporate governance statement continued 
Risk management and internal control
The audit committee is responsible for establishing the Company’s system of internal control (covering all aspects of the business) 
and for reviewing its effectiveness. The committee adopts an ongoing process for identifying, evaluating and managing the significant 
risks faced by the Company. This ongoing process is regularly reviewed by the committee and has regard to the Financial Reporting 
Council’s “Guidance on Risk Management Internal Control and Related Financial and Business Reporting” published in September 
2014. The audit committee meets with the Executive Directors and the Company’s independent Auditor and satisfies itself as to the 
adequacy of the Company’s internal control systems. A list of the Company’s principal risks and the principal actions taken to mitigate 
them appears on page 10.
e-Therapeutics is an entrepreneurial company with strong financial and management controls within the business.  
Examples of control procedures include:
• an annual budget set by the Board, with regular review of progress
• monthly management accounts
• dual bank signatories for all payments with pre-determined authority limits for specific Directors and employees
• monthly meetings of Executive Directors to review management information and follow up on operational issues or investigate  
any exceptional circumstances
• a regularly updated risk register
• clear levels of authority, delegation and management structure
• extensive use of standard operating procedures throughout the Company 
• Board review and approval of significant contracts
• a Quality Management System to support the clinical trial activities the Company conducts, ensuring compliance with clinical trial 
legislation and guidelines
• regular “GxP” training programmes to maintain and enhance staff knowledge and expertise
• annual audits and other contractor management procedures to ensure good vendor performance
• restriction of user access to IT systems
The Company’s system of internal control is designed to safeguard the Company’s assets and to ensure the reliability of information 
used within the business. The system of controls manages appropriately, rather than eliminates, the risk of failure to achieve business 
objectives and provides reasonable, but not absolute, assurance against material misstatement or loss.
The independent Auditor does not perform a comprehensive review of internal control procedures but reports to the audit committee 
on the outcomes of its annual audit process.
The Board confirms that the effectiveness of the system of internal control, covering all material controls including financial, 
operational and compliance controls and risk management systems, has been reviewed during the year under review and up to the 
date of approval of the annual report.
Board effectiveness
The Board considers that it has shown its commitment to leading and controlling the Company by:
• retaining specific responsibility for those matters specifically reserved for Board decision
• delegating specific responsibilities to formally constituted audit and remuneration committees
• setting business priorities and expectations for performance by the Executive Directors and approving defined limits of authority  
for the management team
The schedule of matters reserved for Board decision and terms of reference of the Board committees are published on the 
Company’s website. Governance
21
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Performance evaluation
The Board reviews performance against business plans and the Company’s strategic goals, implementing corrective action  
where necessary.
The remuneration committee keeps under review remuneration principles and development of the senior management team as well 
as the Executive Directors.
The Board receives a formal summary of matters discussed and approved by the Board’s committees, so that all Directors are aware 
of the decisions made. The Board is also responsible for reviewing the work of each committee and considering its effectiveness. The 
Chairman is responsible for the annual performance assessment of the Chief Executive with any performance-related remuneration 
being determined by the remuneration committee. The Chief Executive reviews the performance of the Executive Directors with any 
performance-related remuneration again being determined by the remuneration committee.
Shareholder communication
The Board is keen to promote greater awareness of the Company. The Board seeks to build on a mutual understanding of objectives 
between the Company and its shareholders by:
• communicating regularly throughout the year
• providing information to shareholders in a balanced and understandable way
• making annual and interim presentations to institutional investors
• meeting shareholders to discuss long-term issues and to obtain their views
• encouraging private investors, in particular, to attend the annual general meeting, so that they have an opportunity to ask questions 
of the Board and are equipped to make their own assessment of the Company’s position and prospects
• regular meetings of the Board being used as the forum to ensure that Non-Executive Directors are updated on the views of major 
shareholders that have been communicated to the Executive Directors
The Board believes that the Company has a strong governance culture. The Board has regard to the twelve principles of corporate 
governance set out in the QCA Code and considers them in a manner appropriate for a company of its size. The Board is committed  
to continued engagement with our shareholders.
Independence of the independent Auditor
Both the audit committee and the independent Auditor have in place safeguards to avoid the Auditor’s objectivity and independence 
being compromised. The Company’s policy with regard to services provided by the independent Auditor is as follows:
• Statutory audit services – the independent Auditor, which is appointed annually by the shareholders, undertakes this work.  
The audit committee reviews the Auditor’s performance on an ongoing basis.
• Non-audit services – the independent Auditor is not permitted to provide internal audit, risk management, litigation support, 
remuneration advice or information technology services. The provision of other non-audit services, including taxation services, 
is assessed on a case-by-case basis, depending on which professional services firm is best suited to perform the work. These 
safeguards, which are monitored by the audit committee, are regularly reviewed and updated to ensure they remain appropriate. 
The Auditor reports to the audit committee on the actions it takes to comply with the professional and regulatory requirements 
and best practice designed to ensure its independence, including the rotation of key members of the audit team. Deloitte LLP has 
formally confirmed this to the Board. The disclosure of non-audit fees paid to Deloitte LLP during the year is included in Note 7 to 
the consolidated financial statements.
By order of the Board
Iain G. Ross
Chairman
21 March 2016 Governance
22
e-Therapeutics plc Annual report and accounts 2016
Audit committee report 
While operating as a committee of the Board, the Company’s audit committee is by no means remote from the key issues facing the 
business. The committee has considered not only the adequacy of financial reporting and the applicability of accounting standards 
to the business, but also how the challenges faced by the Company may flow through into internal control, accounting policy and 
financial reporting to shareholders.
The committee is responsible for reviewing approaches to risk management and looking at internal controls on behalf of the Board. 
The full Board has been engaged in looking at the critical success factors for the Company. The risk management process is discussed 
on page 20 and a table of risks and how the current strategy helps to mitigate those risks appears on page 10.
Membership and meetings of the audit committee
The audit committee is chaired by Brad Hoy. The other member is Iain Ross (Raj Chopra was a member of the committee until  
his resignation on 28 October 2015). The members of the committee are both independent. At the invitation of the committee,  
the Finance Director and representatives of the external Auditor usually attend committee meetings. Time is allowed at the end  
of each meeting for discussion without any members of the executive team being present, to allow the external Auditor to raise  
any issues of concern.
Two meetings were held in 2015/16. In addition to formal reviews of reports from the external Auditor, the committee discussed 
matters relating to financial policy, controls and reporting, as summarised in the following table.
Date  Matters discussed
23 March 2015  Review of external audit for the year ended 31 January 2015
 Internal controls and risk management
 Treasury Policy
21 October 2015  Review of audit planning report including audit risk areas
Terms of reference
The committee’s terms of reference confirm the main responsibilities of the committee.
The committee is responsible for monitoring the integrity of the financial statements of the Company and any formal announcements 
relating to the Company’s financial performance. The committee reviews the accounting standards, policies and judgements behind 
and the clarity and fairness of, the interim and year end results statements.
The committee reviews internal controls and risk management procedures in the context of any issues which arise during the external 
audit process, or if concerns are raised by a member of the Board or by an employee under the “whistle blowing” procedures.
The committee has primary responsibility for the relationship between the Company and its external Auditor. Representatives from 
the external Auditor are invited to attend committee meetings and the chairman of the committee meets less formally with the audit 
partner, as needed. The independence of the Auditor is kept under review and is reported on once a year, as part of the key issues 
memorandum presented to the committee by the Auditor.
The committee reviews the fee proposals presented by the Auditor and the scope of work is monitored carefully to ensure that 
independence is not compromised. In the year to 31 January 2016, audit fees for the Company totalled £35,000 (2015: £34,000), 
compared with non-audit fees (including advice on tax) of £65,000 (2015: £9,000). The committee is satisfied with the independence, 
objectivity and effectiveness of the external Auditor and the committee has not felt it necessary at this stage to propose re-tendering 
of the audit contract. A resolution for the re-appointment of Deloitte LLP as the statutory Auditor will therefore be proposed at this 
year’s annual general meeting.
No other formal recommendations have been made to the Board by the committee and no external reports have been commissioned 
on financial control processes during 2015/16.
This report was approved by the audit committee and the Board on 21 March 2016.
Brad Hoy
Chairman of the Audit Committee Governance
23
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Directors’ remuneration report 
On behalf of your Board, I am pleased to present our remuneration report for the year ended 31 January 2016.
As an AIM-listed company, e-Therapeutics is not obliged to provide a full Directors’ remuneration report meeting the requirements of 
the UK Corporate Governance Code. We do, however, have regard to the principles of the QCA Corporate Governance Code for small 
and medium sized listed companies that we consider to be appropriate for an AIM company of our size. The report provides details of 
remuneration for all Directors and explains the potential and actual bonus amounts in the year. It gives a general statement of policy 
on Directors’ remuneration as it is currently applied and a summary of the share incentive scheme currently in place (more details 
of awards under the scheme appear in Note 23 to the accounts on pages 48 and 49). The committee is responsible for reviewing 
and recommending the framework and policy for remuneration of the Executive Directors. The committee’s terms of reference are 
available on the Company’s website. The committee recognises the importance of our reward and performance strategy in recruiting 
and retaining high quality individuals who can lead, develop and sustain business growth over the longer term. The information in the 
remuneration policy and statement of remuneration for 2015/16 on pages 24 to 29 highlighted as being subject to audit has been 
audited by the Company’s Auditor.
Membership and meetings of the remuneration committee
The chairman of the remuneration committee was Brad Hoy, and from January 2016, Trevor Jones. Other members are now Iain 
Ross and Brad Hoy. All committee members are independent Non-Executive Directors. Raj Chopra was a member of the committee 
prior to his resignation on 28 October 2015. Other Directors may attend by invitation of the committee. It is a fundamental principle 
that no individual should be able to participate in discussions about their own remuneration. All committee meetings are minuted 
and copies of the minutes are provided to the full Board. The committee operates within terms of reference set by the Board. The 
terms of reference were reviewed and a revised version was adopted by the committee and approved by the Board in March 2015. 
The committee is responsible for recommending any changes in the structure of remuneration packages for the Executive Directors. 
It also plays an important role when an Executive Director joins and leaves the Company. It recommends to the Board the terms of 
employment for any appointment and any subsequent changes which may be needed and reviews any payments which might arise  
on termination of an Executive Director’s contract. The committee met twice this year. The main matters of business were the review 
of remuneration for the Executive Directors and making decisions on awards to be made under the e-Therapeutics Performance 
Share Plan 2013. The committee did not undertake formal benchmarking of Directors’ remuneration in 2015/16 and does not have 
retention agreements with any external remuneration consultants. Advice is taken from the Chief Executive Officer, the Finance 
Director and external advisers as needed, in relation to specific questions and projects.
Remuneration outcomes for the year to 31 January 2016
The committee conducted its annual review of all aspects of the remuneration packages of the Executive Directors to ensure that they 
continue to reward and motivate achievement of medium and long-term objectives, and align the interests of Executive Directors and 
shareholders. Accordingly, the committee’s activities during the year included:
• reviewing the basic salaries of the Executive Directors for the year ending 31 January 2017
• determining the amounts that may potentially be payable in the form of bonus
• determining the form of the long-term incentive arrangements for the year ending 31 January 2017 under the e-Therapeutics 
Performance Share Plan 2013 including the size of awards and the applicable performance targets
No bonuses have been awarded to the Executive Directors in respect of the year ended 31 January 2016.
No long-term incentive awards were made to Executive Directors under the e-Therapeutics Performance Share Plan 2013 in the year 
ended 31 January 2016. Awards made in previous years may vest in the year ending 31 January 2017. The vesting of awards is subject 
to targets based on increases in the price of the Company’s shares over a three-year period, with a minimum threshold of 25%.
Key remuneration decisions for the year to 31 January 2017
In developing the remuneration policy for Executive Directors for the year to 31 January 2017, the committee considered the form 
and level of awards to be made under the e-Therapeutics Performance Share Plan 2013. Further details are given in the remuneration 
policy overleaf.
Conclusion
The Directors’ remuneration policy and statement of remuneration for 2015/16 which follows this annual statement sets out the 
committee’s approach to remuneration for the future and provides details of remuneration for the year ended 31 January 2016.  
This report is intended to provide shareholders with sufficient information to judge the impact of the decisions taken by the 
committee, to assess whether remuneration packages for Directors are fair in the context of business performance.
The committee is mindful of shareholder views and interests and we believe that our Directors’ remuneration policy continues to be 
aligned with the achievement of the Company’s business objectives. As always, the annual general meeting provides an opportunity  
for face-to-face discussions on important matters for the Company and its shareholders.
Trevor M. Jones CBE
Chairman of the Remuneration Committee
21 March 2016 Governance
24
e-Therapeutics plc Annual report and accounts 2016
Remuneration policy and  
statement of remuneration for 2015/16 
The policy of the committee is to ensure that the Executive Directors are fairly rewarded for their individual contributions to the 
Company’s overall performance and to provide a competitive remuneration package to Executive Directors (including long-term 
incentive plans) to attract, retain and motivate individuals of the calibre required to ensure that the Company is managed successfully 
in the interests of shareholders. In addition, the committee’s policy is to reward performance in a way which seeks to align the 
interests of management with those of shareholders.
Future policy
The main elements of the remuneration package of Executive Directors are set out below.
Purpose and link to strategy Operation Maximum potential value Performance metrics
Basic salary
Attract and retain high calibre 
Executive Directors to deliver 
strategy
Paid in twelve equal monthly 
instalments during the year.
Reviewed annually to 
reflect role, responsibility, 
performance of the individual 
and the Company and 
informally to take into account 
rates of pay for comparable 
roles in similar companies. 
When selecting comparators, 
the committee has regard 
to, amongst other things, the 
progress of the Company’s 
discovery and development 
programmes, market worth 
and business sector. There 
is no prescribed minimum or 
maximum increase. Annual 
rates are set out in the annual 
report on remuneration for 
the current year and the 
following year.
None
Benefits
Provide benefits consistent 
with role
Currently these consist 
of health insurance and 
membership of a group 
life assurance scheme. The 
committee reviews the level 
of benefit provision from time 
to time and has the flexibility 
to add or remove benefits 
to reflect changes in market 
practices or the operational 
needs of the Company.
The cost of providing benefits 
is borne by the Company and 
varies from time to time. 
None
Discretionary bonus
Incentivise achievement 
of business objectives by 
providing a reward for 
performance against annual 
targets
Paid in cash after the end of 
the financial year to which it 
relates.
The maximum annual bonus 
is currently capped at 50% of 
basic salary. The level of such 
caps is reviewed annually 
and is set at an appropriate 
percentage of salary.
Targets are based on the 
appropriate progression 
of both the discovery and 
development programmes 
and the performance of the 
business as a whole.
Payment of any bonus is 
subject to the overriding 
discretion of the committee. Governance
25
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Purpose and link to strategy Operation Maximum potential value Performance metrics
Long-term incentives
Alignment of interests with 
shareholders by providing 
long-term incentives delivered 
in the form of shares
Grant of awards under the 
e-Therapeutics Performance 
Share Plan 2013. Participants 
are entitled to acquire award 
shares only if performance 
conditions are achieved.
There is no individual limit 
although the scheme is 
subject to an overall limit 
of 10% of the Company’s 
issued share capital (this limit 
includes outstanding options 
from all current and historic 
employee option schemes 
and any shares issued upon 
the exercise of employee 
share options in the previous 
ten years).
Participants are entitled to 
acquire award shares only if 
the increase in the Company’s 
share price over a three-year 
period exceeds a threshold.
Pension
Attract and retain Executive 
Directors for the long term 
by providing funding for 
retirement
Some Executive Directors 
are entitled to participate 
in money purchase 
arrangements, or to receive 
a cash allowance in lieu of 
pension contributions.  
In addition, those Executive 
Directors who do not receive 
pension contributions 
(or payments in lieu) will 
be entitled to pension 
contributions under the 
Pensions Act 2008.
The Company makes 
payments of between 10% 
and 15% of basic salary 
into any pension scheme 
or similar arrangement as 
the participating executive 
may reasonably request 
(or a payment in lieu). Such 
payments are not counted for 
the purposes of determining 
bonuses or awards under the 
e-Therapeutics Performance 
Share Plan 2013.
None
Notes to the future policy table
Performance conditions
The performance targets for the annual bonus are determined annually by the committee with the maximum bonus typically requiring 
a very high level of performance.
The performance target for the e-Therapeutics Performance Share Plan 2013 is based on increases in the price of the Company’s 
shares over a three-year period.
Differences from remuneration policy for all employees
All employees of the Company are entitled to base salary and benefits. The opportunity to earn a bonus is made available to all the 
Company’s employees. The maximum opportunity available is based on the seniority and responsibility of the role.
All the Company’s employees are eligible for awards under the e-Therapeutics Performance Share Plan 2013.
Statement of consideration of employment conditions of employees elsewhere in the Company
The committee receives reports on an annual basis on the level of pay rises awarded across the Company and takes these  
into account when determining salary increases for Executive Directors. In addition, the committee receives regular reports  
on the structure of remuneration for senior management in the tier below the Executive Directors and uses this information  
to ensure a consistency of approach for the most senior managers in the Company. The committee also approves the award  
of any long-term incentives.
The committee does not specifically invite colleagues to comment on the Directors’ remuneration policy, but it does take note  
of any comments made by colleagues.
Statement of consideration of shareholder views
The chairman of the committee consults with major shareholders from time to time or where any significant remuneration changes 
are proposed to understand their expectations with regard to Executive Directors’ remuneration and reports back to the committee. 
The committee previously consulted with certain major shareholders in relation to the introduction of the e-Therapeutics Performance 
Share Plan 2013. Any other concerns raised by individual shareholders are also considered. The committee also takes into account 
emerging best practice and guidance from major institutional shareholders.  Governance
26
e-Therapeutics plc Annual report and accounts 2016
Approach to recruitment remuneration
The committee’s approach to recruitment remuneration is to offer a market competitive remuneration package sufficient to attract 
high calibre candidates who are appropriate to the role but without paying any more than is necessary.
Any new Executive Director’s regular remuneration package would include the same elements and be in line with the policy table set 
out earlier in this Directors’ remuneration policy including the same limits on performance-related remuneration.
Reasonable relocation and other similar expenses may be paid if appropriate. 
Directors’ service contracts, notice periods and termination payments
Provision Policy Details 
Notice periods in Executive Directors’ 
service contracts
Between six and twelve months  
by Company or Executive Director.
Executive Directors may be required to 
work during the notice period.
Compensation for loss of office Depending on the notice period, no more 
than six to twelve months’ basic salary 
and benefits (including Company pension 
contributions and other non-cash 
benefits).
—
Treatment of annual bonus on 
termination
Bonuses which have already been 
declared and paid before the giving of 
notice may be retained by the Executive 
Director.
—
Treatment of unvested 2007 LTIP awards Good leavers may exercise their options 
within six months of the normal vesting 
date. Options of other leavers including 
those dismissed for fraud, dishonesty  
or misconduct will lapse.
Good leavers’ circumstances are death, 
illness, injury, disability, pregnancy, 
redundancy, transfer of the employing 
business outside of the Group or 
any other reason that the Directors 
determine. Performance conditions  
are not waived for good leavers.
Treatment of unvested e-Therapeutics 
Performance Share Plan 2013 awards
Awards lapse on the termination of 
employment although the Board has 
a discretion (which may be exercised 
within the 30 day period following the 
termination of employment) to treat 
awards as not lapsing.
Where the Board exercises its discretion 
to treat awards as not lapsing, there is a 
proportionate reduction in the number 
of award shares that can be acquired.
Exercise of discretion Intended only to be relied upon to 
provide flexibility in exceptional or 
inequitable circumstances.
The committee’s determination will take 
into account the particular circumstances 
of the Executive Director’s departure and 
the recent performance of the Company.
All Directors Re-election. All Directors are subject to re-election 
every three years. No compensation is 
payable if they are required to stand 
down.
In the event of the negotiation of a compromise or settlement agreement between the Company and a departing Director, the 
committee may make such payments it considers reasonable in settlement of potential legal claims. Such payments may also 
include reasonable reimbursement of professional fees in connection with such agreements. The committee may also include the 
reimbursement of repatriation costs or fees for professional or outplacement advice in the termination package, if it considers  
it reasonable to do so. It may also allow the continuation of benefits for a limited period.
Remuneration policy and  
statement of remuneration for 2015/16 continued  Governance
27
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Directors’ service contracts and letters of appointment
Copies of Directors’ service contracts and letters of appointment (listed below) are available for inspection at the Company’s  
registered office.
Director Date of service contract/letter of appointment
Malcolm Young 22 November 2007
Steve Medlicott 7 April 2014
Steve Self 6 December 2010
Sean Nicolson 13 October 2014 (taking effect on 1 April 2015)
Iain Ross 6 January 2016 
Brad Hoy 19 September 2008
Trevor Jones 28 October 2015 
Directors’ insurance and indemnity
Directors’ and officers’ liability insurance is provided at the cost of the Company for all Directors and officers. The articles of association 
provide for the Company to indemnify Directors against losses and liabilities properly incurred in the execution of their duties.
Non-Executive Directors’ fee policy
The policy for the remuneration of the Non-Executive Directors is as set out below. Non-Executive Directors are not entitled  
to a bonus, they cannot participate in the Company’s share option scheme and they are not eligible for pension arrangements.
Purpose and link to strategy Operation Maximum potential value Performance metrics
To attract Non-Executive 
Directors who have a 
broad range of experience 
and skills to oversee the 
implementation of the 
Company’s strategy
Non-Executive Director fees 
are determined by the Board 
within the limits set out in the 
articles of association and are 
paid in twelve equal monthly 
instalments during the year 
(subject to part-payment 
of fees in fully paid shares 
by agreement between the 
Company and the Director).
Annual rate set out in 
the annual report on 
remuneration for the current 
year and the following year. 
No prescribed minimum or 
maximum annual increase.
None Governance
28
e-Therapeutics plc Annual report and accounts 2016
Remuneration policy and  
statement of remuneration for 2015/16 continued 
Information subject to audit
Directors’ remuneration
Remuneration arrangements for Executive Directors are set by the Board’s remuneration committee, which is described in the 
corporate governance statement on page 19. Remuneration is designed to align Executive Directors’ remuneration with shareholders’ 
interests. As well as fixed compensation, Executive Directors and other employees can receive cash bonuses based on achievement 
of individual and corporate objectives. The maximum bonus for each Executive Director is 50% of basic salary, dependent on the 
Company’s and the Executive Director’s performance during the year. The Chief Executive Officer assesses the individual performance 
of each of the other Executive Directors and the Chairman assesses the performance of the Chief Executive Officer. In all cases, 
following these processes, the remuneration committee decides the bonuses to be awarded.
The remuneration of the Directors for the years ended 31 January 2016 and 31 January 2015 is shown below.
 2016   2015
   Contributions     Contributions
   to money     to money
 Base  purchase  Benefits Total Base  purchase Benefits Total
 salary Bonus schemes in kind remuneration salary Bonus schemes in kind remuneration
 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Malcolm Young
1
 356 — 49 1 406 345 121 52 — 518
Stephen Self
2
 224 — — — 224 219 65 — — 284
Steve Medlicott 153 — — 1 154 125 31 — — 156
Sean Nicolson 125 — — 1 126 — — — — —
Daniel Elger
3
 — — — — — 196 — 20 — 216
Iain Ross 7 — — — 7 — — — — —
Brad Hoy 41 — — — 41 38 — — — 38
Trevor Jones 10 — — — 10 — — — — —
Rajesh Chopra 27 — — — 27 34 — — — 34
Oliver James — — — — — 43 — — — 43
 943 — 49 3 995 1,000 217 72 — 1,289
1 Malcolm Young received emoluments of £4,199 (2015: nil) in lieu of Company contributions to a money purchase pension scheme.
2 Stephen Self received emoluments of £20,400 (2015: £19,192) in lieu of Company contributions to a money purchase pension scheme.
3 In the prior year £163,848 of salary costs and £17,000 of contributions to a money purchase pension scheme represented compensation for loss  
of office.
 
The Company operates a share scheme (the e-Therapeutics Performance Share Plan 2013) under which Directors and other 
employees have received options to acquire ordinary shares in the Company subject to fixed performance conditions. Full details  
of the options outstanding under this and previously operated share schemes are set out in Note 23 to the accounts. Options granted 
to and held by Directors who served during the year are summarised below:
2016
 Options  Options Options Options Options
 held at  granted exercised lapsed held at
 beginning of  during during during end of
 the year  the year the year the year the year
 No. No. No. No. No.
Malcolm Young 2,857,036 — — 212,838 2,644,198
Stephen Self
1
 2,872,692 — — 108,108 2,764,584
Steve Medlicott 1,562,694 — — — 1,562,694
Sean Nicolson — — — — —
Iain Ross — — — — —
Brad Hoy — — — — —
Trevor Jones — — — — —
Rajesh Chopra — — — — —
 7,292,422 — — 320,946 6,971,476
1  Stephen Self has an interest in a further 154,428 options (1 February 2015: 154,428 options) awarded to his wife in the course of her employment by 
the Group as Quality Manager. Governance
29
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Directors’ shareholdings
The Directors of the Company who served during the year, and their interests (in respect of which transactions are notifiable to the 
Company under Disclosure and Transparency Rule 3.1.2R) in the issued ordinary shares of the Company, were as follows:
     Ordinary shares of 
     0.1 pence each 
     at 31 January 
      2016 or date
Director     of resignation
Malcolm Young     20,644,958
Stephen Self     273,577
Steve Medlicott      250,000
Sean Nicolson     88,888
Iain Ross     —
Brad Hoy     —
Trevor Jones     —
Rajesh Chopra
1
     30,909
1  Rajesh Chopra resigned on 28 October 2015. His shareholding is stated as at that date.
During the period between 31 January 2016 and 15 March 2016, the Company received no notifications under Disclosure and 
Transparency Rule 3.1.2R.
Information not subject to audit
Implementation of remuneration policy for the year ending 31 January 2017
The salaries and fees to be paid to Directors in the year ending 31 January 2017 are set out in the table below, together with any 
increase expressed as a percentage.
Annual base salary/fees
   31 January 31 January
   2016  2017 Increase
   £000 £000 %
Malcolm Young
1
    352  361 2.5
Steve Self
1
    204  209 2.5
Steve Medlicott    153  157 2.5
Sean Nicolson
2
    150  154 2.5
Iain Ross
2
   80  80 — 
Brad Hoy
3
    41  41 —
Trevor Jones
2
    40 40 —
1  Figures exclude amounts received and receivable in lieu of pension contributions.
2  Annualised figures are presented for Directors joining mid-year.
3  Pay increases were awarded to Non-Executive Directors in August 2015, with effect from 1 June 2015.
The basis for determining annual bonus payments for the year to 31 January 2017 is set out in the future policy table on page 24. The 
performance targets are considered commercially sensitive because of the information that it provides to the Company’s competitors.
The committee intends to make awards under the e-Therapeutics Performance Share Plan 2013 during the year ending 31 January 
2017. These awards will be made subject to a minimum specified increase in the Company’s share price over a three-year period.
The Directors’ remuneration report and this statement of the Company’s remuneration policy and remuneration for 2015/16 were 
approved by the remuneration committee and by the Board on 21 March 2016.
Trevor M. Jones CBE
Chairman of the Remuneration Committee
  Financial
statements
30
e-Therapeutics plc Annual report and accounts 2016
Independent Auditor’s report 
to the members of e-Therapeutics plc
We have audited the financial statements of e-Therapeutics plc for the year ended 31 January 2016 which comprise the Group income 
statement, the Group statement of comprehensive income, the Group and Parent Company statements of changes in equity, the 
Group and Parent Company balance sheets, the Group and Parent Company cash flow statements, and the related Notes 1 to 27. 
The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in 
accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to 
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility 
to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions  
we have formed.
Respective responsibilities of Directors and Auditor
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to the Group’s and the parent company’s circumstances and have 
been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; 
and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the 
annual report to identify material inconsistencies with the audited financial statements and to identify any information that is 
apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing  
the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 January 
2016 and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
• the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union 
and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion 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.
Matters on which we are required to report by exception 
We have nothing to report in respect of the following matters where 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.
 
Tobias Wright FCA (Senior Statutory Auditor)  
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Abbots House 
Abbey Street 
Reading
RG1 3BD
United Kingdom 
21 March 2016 Financial
statements
31
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
    2016 2015
   Notes £000 £000
Revenue    — —
Cost of sales    — —
Gross profit    — —
Research and Development expenditure    (9,965) (8,549)
Administrative expenses    (1,590) (1,626)
Operating loss   6 (11,555) (10,175)
Investment income   10 271 357
Finance costs    — —
Loss before tax    (11,284) (9,818)
Taxation   11 2,464 2,041
Loss for the year attributable to equity holders of the Company    (8,820) (7,777)
Loss per share – basic and diluted   13 (3.34)p (2.94)p
Consolidated statement of comprehensive income 
for the year ended 31 January 2016
    2016 2015
    £000 £000
Loss for the financial year    (8,820) (7,777)
Other comprehensive income    — —
Total comprehensive income for the financial year    (8,820) (7,777)
Consolidated income statement  
for the year ended 31 January 2016 Financial
statements
32
e-Therapeutics plc Annual report and accounts 2016
Consolidated statement of changes in equity 
for the year ended 31 January 2016
 Share  Share Warrant Retained
 capital premium reserve earnings Total
 £000 £000 £000 £000 £000
As at 1 February 2014 264 64,483 132 (20,261) 44,618
Total comprehensive income for year     
Loss for the financial year — — — (7,777) (7,777)
Total comprehensive income for year — — — (7,777) (7,777)
Transactions with owners, recorded directly in equity     
Issue of ordinary shares — 77 — — 77
Lapse of warrants — — (132) 132 —
Equity-settled share-based payment transactions — — — 106 106
Total contributions by and distribution to owners — 77 (132) 238 183
As at 31 January 2015 264 64,560 — (27,800) 37,024
As at 1 February 2015 264 64,560 — (27,800) 37,024
Total comprehensive income for year     
Loss for the financial year — — — (8,820) (8,820)
Total comprehensive income for year — — — (8,820) (8,820)
Transactions with owners, recorded directly in equity     
Issue of ordinary shares — 12 — — 12
Equity-settled share-based payment transactions — — — 215 215
Total contributions by and distribution to owners — 12 — 215 227
As at 31 January 2016 264 64,572 — (36,405) 28,431 Financial
statements
33
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Company statement of changes in equity 
for the year ended 31 January 2016
 Share  Share Warrant Retained
 capital premium reserve earnings Total
 £000 £000 £000 £000 £000
As at 1 February 2014 264 64,483 132 (17,437) 47,442
Total comprehensive income for year     
Loss for the financial year — — — (7,777) (7,777)
Total comprehensive income for year — — — (7,777) (7,777)
Transactions with owners, recorded directly in equity     
Issue of ordinary shares — 77 — — 77
Lapse of warrants — — (132) 132 —
Equity-settled share-based payment transactions — — — 106 106
Total contributions by and distribution to owners — 77 (132) 238 183
As at 31 January 2015 264 64,560 — (24,976) 39,848
As at 1 February 2015 264 64,560 — (24,976) 39,848
Total comprehensive income for year     
Loss for the financial year — — — (8,820) (8,820)
Total comprehensive income for year — — — (8,820) (8,820)
Transactions with owners, recorded directly in equity     
Issue of ordinary shares — 12 — — 12
Equity-settled share-based payment transactions — — — 215 215
Total contributions by and distribution to owners — 12 — 215 227
As at 31 January 2016 264 64,572 — (33,581) 31,255 Financial
statements
34
e-Therapeutics plc Annual report and accounts 2016
Balance sheets 
at 31 January 2016
 Group  Company
  2016 2015 2016 2015
 Notes £000 £000 £000 £000
Non-current assets     
Intangible assets 14 740 637 3,564 3,461
Property, plant and equipment 15 64 96 64 96
Investments 16 — — — —
  804 733 3,628 3,557
Current assets     
Tax receivable  2,469 2,032 2,469 2,032
Trade and other receivables 17 1,472 1,570 1,472 1,570
Fixed-term deposits 18 18,500 32,000 18,500 32,000
Cash and cash equivalents 19 6,342 1,822 6,342 1,822
  28,783 37,424 28,783 37,424
Total assets  29,587 38,157 32,411 40,981
Current liabilities     
Trade and other payables 20 1,156 1,133 1,156 1,133
Total liabilities  1,156 1,133 1,156 1,133
Net assets  28,431 37,024 31,255 39,848
Equity     
Share capital 21 264 264 264 264
Share premium 21 64,572 64,560 64,572 64,560
Retained earnings 21 (36,405) (27,800) (33,581) (24,976)
Total equity attributable to equity holders of the Company 21 28,431 37,024 31,255 39,848
These financial statements were approved and authorised for issue by the Board of Directors on 21 March 2016 and were signed  
on its behalf by:
Malcolm Young Steven Medlicott 
Director Director
Registered number: 04304473
  Financial
statements
35
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Statements of cash flow 
for the year ended 31 January 2016
 Group  Company
  2016 2015 2016 2015
 Notes £000 £000 £000 £000
Cash flows from operating activities     
Loss for the year  (8,820) (7,777) (8,820) (7,777)
Adjustments for:     
Depreciation and amortisation 14, 15 73 72 73 72
Investment income 10 (271) (357) (271) (357)
Equity-settled share-based payment expenses 23 215 106 215 106
Taxation 11 (2,464) (2,041) (2,464) (2,041)
  (11,267) (9,997) (11,267) (9,997)
Decrease/(increase) in trade and other receivables  40 (1,075) 40 (1,075)
Increase in trade and other payables  23 130 23 130
Tax received  2,027 1,087 2,027 1,087
Net cash from operating activities  (9,177) (9,855) (9,177) (9,855)
Cash flows from investing activities     
Interest received  329 642 329 642
Acquisition of property, plant and equipment 15 (6) (31) (6) (31)
Acquisition of other intangible assets 14 (138) (158) (138) (158)
Decrease in fixed-term deposits 18 13,500 4,250 13,500 4,250
Net cash from investing activities  13,685 4,703 13,685 4,703
Cash flows from financing activities     
Net proceeds from issue of share capital 21 12 77 12 77
Net cash from financing activities  12 77 12 77
Net increase/(decrease) in cash and cash equivalents  4,520 (5,075) 4,520 (5,075)
Cash and cash equivalents at 1 February  1,822 6,897 1,822 6,897
Cash and cash equivalents at 31 January 19 6,342 1,822 6,342 1,822 Financial
statements
36
e-Therapeutics plc Annual report and accounts 2016
Notes (forming part of the  
financial statements)
1. General information
e-Therapeutics plc (the “Company”) is a company incorporated and domiciled in the UK. The nature of the operations and principal 
activities of the Company and its subsidiary undertaking (the “Group”) are set out in the strategic report and the Directors’ report  
on pages 9 and 14 to 16.
These consolidated financial statements are presented in pounds sterling because that is the currency of the economic environment 
in which the Group operates. Most financial information presented has been rounded to the nearest thousand.
The Group financial statements consolidate those of the Company and its subsidiary. The parent company financial statements 
present information about the Company as a separate entity and not about its Group. 
2. Standards and interpretations applied for the first time
A number of new standards and interpretations have become effective for the first time in these financial statements, albeit with  
no significant impact on accounting policies or disclosure.
No new standards or interpretations have been adopted early in these financial statements. The most relevant is likely to be the 
following but, again, no significant impact is currently anticipated:
• IFRS 15 ‘Revenue from Contracts with Customers’, which provides a single, principles-based five-step model to be applied to all 
contracts with customers
• IFRS 16 ‘Leases’ which specifies how IFRS reporters will recognise, measure, present and disclose leases
• Amendments to IFRS 7 Financial Instruments: Disclosures, which enhances disclosures about the Transfers of Financial Assets, 
offsetting of financial assets and financial liabilities and the initial application of IFRS 9
• IAS 16 and IAS 38 ‘Amendments to clarify acceptable methods of depreciation and amortisation’ 
3. Significant accounting policies
Basis of accounting
Both the parent company financial statements and the Group financial statements have been prepared and approved by the Directors 
in accordance with IFRSs as adopted by the EU and therefore the Group financial statements comply with Article 4 of the EU IAS 
Regulation. On publishing the parent company financial statements here together with the Group financial statements, the Company 
is taking advantage of the exemption in section 408 of the Companies Act 2006 not to present its individual income statement and 
related Notes that form a part of these approved financial statements. The financial statements have been prepared on the historical 
cost basis. Historical cost is generally based on the fair value of consideration given in exchange for goods and services. The principal 
accounting policies are set out below and have, unless otherwise stated, been applied consistently to all periods presented in these 
consolidated financial statements.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists where the Group has the power, directly or indirectly, to govern  
the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries  
are included in the consolidated financial information from the date control commences until the date that control ceases.
Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group transactions,  
are eliminated in preparing the consolidated financial information.
Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and Group have 
adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern 
basis of accounting in preparing the financial statements. Further detail is contained in the strategic report on page 9.
Classification of financial instruments issued by the Group
Under IAS 32, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two 
conditions:
(a) they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets 
or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the 
Company (or Group); and
(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes 
no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the 
Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. Financial
statements
37
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
3. Significant accounting policies continued  
Classification of financial instruments issued by the Group continued 
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so 
classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share 
capital and share premium account exclude amounts in relation to those shares. 
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost 
using the effective interest method, less any impairment losses.
Fixed-term deposits
Fixed-term deposits are sterling fixed-rate deposits, with original maturities of three months or more. Interest on fixed-term deposits 
is recognised in the consolidated income statement over the term on a straight-line basis.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, demand deposits and term deposits with an initial maturity of less than three 
months. 
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost 
using the effective interest method.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts  
of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant  
and equipment. 
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of the assets. The annual rates 
of depreciation charged are as follows:
Plant and equipment  33.33% straight line 
Fixtures and fittings  15% straight line
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
Investments in subsidiaries
Investments in subsidiaries are shown in the Company balance sheet at cost and are reviewed annually for impairment.
Intangible assets and goodwill
Goodwill
All business combinations are accounted for by applying the purchase method. Goodwill represents amounts arising on acquisition  
of subsidiaries, associates and jointly controlled entities. In respect of business acquisitions that have occurred since 1 February 2006, 
goodwill represents the difference between the cost of the acquisition and the net fair value of the identifiable assets, liabilities and 
contingent liabilities acquired. Identifiable intangible assets are those which can be sold separately or which arise from legal rights 
regardless of whether those rights are separable.
Goodwill is allocated to cash-generating units and is not amortised but is tested at least annually for impairment. Goodwill is stated  
at cost less any accumulated impairment losses.
Capitalised Research and Development expenditure
Expenditure on drug development activities is capitalised if the product or process is technically and commercially feasible  
(typically when regulatory approval is received), the Group intends and has the technical ability and sufficient resources to complete 
development, future economic benefits are probable and the Group can measure reliably the expenditure attributable to the 
intangible asset during its development. Development activities involve a plan or design for the production of new or substantially 
improved drugs. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads. 
Capitalised development expenditure is stated at cost less accumulated amortisation and accumulated impairment losses.
All other Research and Development expenditure, which comprises a proportion of employee salaries and directly attributable 
overheads, is recognised in the income statement as an expense as incurred.
Patents and trademarks
External expenditure on the creation of patents and trademarks is capitalised as incurred. Expenditure to maintain patents and 
trademarks after the date of their grant is written off as incurred. Patents and trademarks are amortised on a straight-line basis over 
the remainder of their term from the date of their grant. Financial
statements
38
e-Therapeutics plc Annual report and accounts 2016
3. Significant accounting policies continued
Impairment
The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of 
impairment; a financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative 
effect on the estimated future cash flows of that asset. If any such indication exists, the asset’s recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable 
amount. Impairment losses are recognised in the income statement.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill 
allocated to those cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.  
A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash 
inflows from other assets or groups of assets.
Calculation of recoverable amount
The recoverable amount of the Group’s receivables carried at amortised cost is calculated as the present value of estimated future 
cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial recognition of these 
financial assets). Receivables with a short duration are not discounted.
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, 
the estimated future cash flows associated with an asset are discounted to their present value using a pre-tax discount rate that 
reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate 
largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Reversals of impairment
An impairment loss in respect of receivables carried at amortised cost is reversed if the subsequent increase in recoverable amount 
can be related objectively to an event occurring after the impairment loss was recognised.
An impairment loss in respect of goodwill is not reversed.
In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist  
and there has been a change in the estimate of recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would 
have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the Company pays fixed contributions into a separate 
entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution 
pension plans are recognised as an expense in the income statement as incurred.
Share-based payment transactions
The Group has an equity-settled share-based payment scheme, whereby options over shares in the Company can be granted.
The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in 
equity, over the period in which the employees become unconditionally entitled to the options. The fair value of the options granted  
is measured using an option valuation model, taking into account the terms and conditions upon which the options were granted.  
The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture  
is due only to performance conditions for vesting not being met.
Revenue
The Company expects to derive revenue in the future principally by licensing the products resulting from its drug discovery  
and development efforts. No revenues were recorded from this or other sources in the current period.
Expenses
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. 
Lease incentives received are recognised in the income statement as an integral part of the total lease expense.
Financial income and expenses
Financial income comprises interest receivable on funds invested.
Financial expenses comprise interest payable.
Interest income and interest payable are recognised in the income statement as they accrue, on a straight-line basis.
Notes (forming part of the  
financial statements) continued Financial
statements
39
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
3. Significant accounting policies continued
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the 
extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the 
balance sheet date and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial 
recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than  
in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse 
in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the 
carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the 
temporary difference can be utilised.
Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the 
profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding 
during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted 
average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share options 
granted to employees and non-employees. Where the Group makes a loss, diluted EPS equates to basic EPS. 
4. Accounting judgements and sources of estimation uncertainty
The preparation of financial statements requires the Directors to make judgements, estimates and assumptions that may affect the 
application of accounting policies and the reported amounts of assets and liabilities and income and expenses. The key area requiring 
the use of estimates and judgements which may significantly affect the financial statements is considered to be:
• judgement as to whether the carrying value of goodwill (Company only) and patents and trademarks (Group and Company) will be 
recoverable with reference to estimated future income potential (see Note 14). 
5. Segmental reporting
The Board is considered to be the “chief operating decision maker” of the Group in the context of the IFRS 8 definition. The Board 
believes that the Group has one business segment of drug discovery and development and that all activities are carried out in the UK.
The Board has carefully considered the requirements of IFRS 8 and concluded that, as there is only one reportable segment whose 
revenue, losses, assets and liabilities are measured and reported on a consistent basis within the Group financial statements, no 
additional numerical disclosures are necessary. 
6. Loss for the year
Included in loss are the following:
    2016 2015
    £000  £000
Depreciation of own assets     38 55 
Amortisation of intangible assets     35 17 
Research and Development costs    9,965 8,549 
Operating leases – hire of other assets     79 56 
7. Auditor’s remuneration
    2016 2015
    £000  £000
Amounts receivable by the Auditor and their associates in respect of: 
– audit of the Group’s annual accounts     35 34 
– audit-related assurance services     3 3
– taxation compliance services     6 6 
– other services    56 — Financial
statements
40
e-Therapeutics plc Annual report and accounts 2016
8. Staff numbers and costs
The average number of persons employed by the Group and the Company (including Executive Directors and excluding Non-Executive 
Directors) during the year, analysed by category, was as follows:
 Number of employees   Number of employees
 Group  Company
  2016 2015 2016 2015
Staff   23 23  23 23 
Directors   4 3  4 3 
  27 26  27 26 
The aggregate payroll costs of these persons were as follows:
 Group  Company
  2016 2015 2016 2015
  £000  £000  £000  £000
Wages and salaries   2,291 2,387  2,291 2,387 
Share-based payments (see Note 23)   215 106  215 106 
Social security costs   286 291  286 291 
Contributions to money purchase pension schemes   221 194  221 194 
  3,013 2,978  3,013 2,978 
Defined contribution arrangements
The Group makes defined pension contributions into money purchase schemes nominated by employees. The total expense relating  
to these plans in the current year was £221,000 (2015: £194,000).
There were outstanding contributions of £8,000 (2015: £8,000) and no prepaid contributions (2015: £nil) at the end of the financial year. 
9. Directors’ remuneration
    2016 2015
    £000 £000
Directors’ emoluments     946 1,217 
Contributions to money purchase pension schemes     49 72 
    995 1,289 
 2016  2015
   Contributions   Contributions
   to money   to money
  Directors’  purchase  Directors’ purchase
  emoluments  schemes  emoluments  schemes
  £000  £000  £000  £000
Malcolm Young
1
   357 49 466  52 
Stephen Self
2
   224 — 284  — 
Steve Medlicott (appointed 7 April 2014)  154 — 156  — 
Sean Nicolson (appointed 1 April 2015)  126 — — —
Daniel Elger
3
 (resigned 7 April 2014)  — — 196  20 
Iain Ross (appointed 6 January 2016)  7 — — —
Trevor Jones (appointed 28 October 2015)  10 — — —
Brad Hoy   41 — 38  — 
Oliver James (retired 31 December 2014)  — — 43  — 
Rajesh Chopra (resigned 28 October 2015)  27 — 34  — 
  946 49 1,217  72 
1 Malcolm Young received emoluments of £4,199 (2015: nil) in lieu of Company contributions to a money purchase pension scheme. 
2  Stephen Self received emoluments of £20,400 (2015: £19,192) in lieu of Company contributions to a money purchase pension scheme.
3  In the prior year, £163,848 of salary costs and £17,000 of contributions to a money purchase pension scheme represented compensation for loss of office. 
Notes (forming part of the  
financial statements) continued Financial
statements
41
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
9. Directors’ remuneration continued
Number of Directors
    2016 2015
Retirement benefits are accruing to the following number of Directors under:
– money purchase pension schemes    1  1 
Directors who exercised share options during the year     Nil Nil 
The Directors who held office during the financial year held share options as set out below:
 At  At  Exercise  Date from 
 end of  beginning  price  which  Expiry
Name  year  of year  (pence)  exercisable  date
LTIP
Malcolm Young  —  212,838  0. 1  6 July 2015  6 January 2016
Stephen Self  — 108,108  0. 1  6 July 2015  6 January 2016
Malcolm Young  200,000  200,000  0. 1  26 October 2015  26 April 2016
Stephen Self  200,000  200,000  0. 1  26 October 2015  26 April 2016
e-Therapeutics Performance Share Plan 2013 (PSP)  
Stephen Self
1
  527,658  527,658  0.1  30 July 2016  30 July 2023
Malcolm Young  1,254,544  1,254,544  0.1  8 July 2017  8 July 2024
Stephen Self
1
  1,347,272  1,347,272  0.1  8 July 2017  8 July 2024
Steve Medlicott  1,045,454  1,045,454  0.1  8 July 2017  8 July 2024
Malcolm Young  1,189,654  1,189,654  0. 1  6 January 2018  6 January 2025
Stephen Self
1
  689,654  689,654  0. 1  6 January 2018  6 January 2025
Steve Medlicott  517,240   517,240  0.1  6 January 2018  6 January 2025
1  Stephen Self has an interest in a further 154,428 PSP options awarded to his wife Mrs J Self in the course of her employment by the Group  
as Quality Manager.
The mid-market price of the Company’s shares at 29 January 2016 (the last trading day of the period) was 24.5 pence and the range 
during the year was 22 pence to 43.5 pence.
All of the LTIP options above are subject to a £1 share price target. Options issued under the e-Therapeutics Performance Share Plan 
2013 are subject to various share price targets. Detailed performance conditions attached to outstanding share options are described 
in Note 23.
No Director sold shares or sold or exercised share options during the year.
All of the Directors benefited from qualifying third-party indemnity provisions. 
10. Investment income
    2016 2015
    £000  £000
Bank interest receivable     271  357
  Financial
statements
42
e-Therapeutics plc Annual report and accounts 2016
11. Tax
Recognised in the income statement:
    2016 2015
    £000 £000
Current tax income  
Current year     (2,469) (2,032) 
Adjustments for prior years     5 (9)
Current tax income    (2,464)  (2,041) 
Deferred tax expense  
Origination and reversal of temporary differences     —  — 
Reduction in tax rate     —  — 
Recognition of previously unrecognised tax losses     —  — 
Deferred tax expense     —  — 
Total tax income     (2,464) (2,041) 
Reconciliation of effective tax rate:
    2016 2015
    £000  £000
Loss for the year     (8,820) (7,777) 
Total tax income     (2,464) (2,041) 
Loss excluding taxation     (11,284) (9,818) 
Tax at 20.17% (2015: 21.33%)     (2,275) (2,094) 
Expenses not deductible for tax purposes    44  24 
Enhanced relief for Research and Development    (1,936)  (1,725) 
Surrender of tax losses     965 1,072 
Unrelieved tax losses     732 700 
Other     1 (9) 
Adjustments in respect of prior period     5 (9) 
Total tax income     (2,464) (2,041) 
The tax receivable relates to Research and Development tax credits.
The Group has unrecognised deferred tax assets of £2,936,000 (2015: £2,518,000) and unused tax losses of £16,071,000  
(2015: £12,424,000).
The deferred tax asset relates primarily to tax losses carried forward. It has not been recognised due to the uncertainty surrounding 
its future recovery against taxable profits.
Reductions in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017) and from 19% to 18% (effective from  
1 April 2020) were substantively enacted on 26 October 2015. This will reduce the Group’s future current tax charge accordingly.  
The unrecognised deferred tax asset at 31 January 2016 has been calculated based on the rate of 18% substantively enacted  
at the balance sheet date. 
 
12. Loss of the Company
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented 
its own income statement. The loss of the Company for the year was £8,820,000 (2015: £7,777,000).
Notes (forming part of the  
financial statements) continued Financial
statements
43
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
13. Loss per share
The analysis of loss per share is as follows:
    2016 2015
Basic and diluted loss per share     (3.34)p (2.94)p
Basic EPS is calculated by dividing the loss for the year of £8,820,000 (2015: £7,777,000) by the weighted average number of 
264,419,476 shares (2015: 264,147,878) in issue during the year.
Diluted EPS is calculated in the same way as basic EPS but also with reference to reflect the dilutive effect of share options in existence 
at the year end over 12,118,842 (2015: 12,937,539) ordinary shares (see Note 23). The diluted loss per share is identical to the basic 
loss per share, as potential dilutive shares are not treated as dilutive since they would reduce the loss per share. 
14. Goodwill and intangible assets – Group and Company
 Group  Company
  Patents and    Patents and 
 Goodwill  trademarks  Total  Goodwill  trademarks  Total
 £000  £000  £000  £000  £000  £000
Cost
Balance at 1 February 2014 —  856  856  2,824  856  3,680
Other acquisitions – internally developed  — 158 158 — 158 158
Balance at 31 January 2015 — 1,014 1,014 2,824 1,014 3,838
Balance at 1 February 2015 — 1,014 1,014 2,824 1,014 3,838
Other acquisitions – internally developed  — 138 138 — 138 138
Balance at 31 January 2016 — 1,152 1,152 2,824 1,152 3,976
Amortisation and impairment      
Balance at 1 February 2014  —  360  360  —  360  360
Amortisation charge for the year  — 17 17 — 17 17
Balance at 31 January 2015 — 377 377 — 377 377
Balance at 1 February 2015  — 377 377 — 377 377
Amortisation charge for the year  — 35 35 — 35 35
Balance at 31 January 2016  — 412 412 — 412 412
Net book value      
At 1 February 2014  —  496  496  2,824  496  3,320
At 1 February 2015  — 637 637 2,824 637 3,461
At 31 January 2016  — 740 740 2,824 740 3,564
Amortisation and impairment charge
Amortisation has been charged on patents for which the registration process is complete. Where the process is incomplete no charge 
has been raised.
Impairment testing
The goodwill in the Company balance sheet arose following the hive up of the trade and assets of InRotis Technologies Limited on  
15 November 2007.
The goodwill is allocated to the drug discovery and development activities of the Group. In assessing goodwill impairment, recoverable 
amount is based on fair value less costs to sell.
The Group carries out a review at each balance sheet date to establish the economic value of each asset in the patent portfolio. If the 
economic value of a patent is believed to be lower than the carrying value, the carrying value is reduced accordingly. The economic 
value is based on estimated future income potential taking into account technical and commercial risks and external information on 
the likely market demand and penetration for the drugs for which the Group has patents. There is a risk that should these estimations 
require significant downward revision there would be a material adverse impact on the income statement in any one year. Financial
statements
44
e-Therapeutics plc Annual report and accounts 2016
15. Property, plant and equipment
   Plant and  Fixtures 
   equipment  and fittings  Total
Group and Company    £000  £000  £000
Cost   
Balance at 1 February 2014   117  140  257
Additions    30 — 30
Disposals   (1) — (1)
Balance at 31 January 2015    146 140 286
Balance at 1 February 2015    146 140 286
Additions    2 4 6
Disposals    — — —
Balance at 31 January 2016    148 144 292
Depreciation   
Balance at 1 February 2014    79 57 136
Depreciation charge for the year    31 24 55
Eliminated on disposals   (1) — (1)
Balance at 31 January 2015   109 81 190
Balance at 1 February 2015    109 81 190
Depreciation charge for the year    20 18 38
Eliminated on disposals    — — —
Balance at 31 January 2016    129 99 228
Net book value   
At 1 February 2014    38  83  121
At 1 February 2015    37 59 96
At 31 January 2016    19 45 64
16. Investments in subsidiaries
The Company has the following investments in subsidiaries:
  
Country of Class of
 Ownership
  Incorporation shares held 2016  2015
InRotis Technologies Limited  United Kingdom  Ordinary  100%  100%
The value of the investment in InRotis Technologies Limited, which has not traded in the year, is £1 (2015: £1). 
Notes (forming part of the  
financial statements) continued Financial
statements
45
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
17. Trade and other receivables
 Group  Company
  2016  2015 2016 2015
  £000  £000  £000  £000
Other receivables   554 266  554 266 
Prepayments and accrued income   918 1,304  918 1,304 
  1,472 1,570  1,472 1,570 
The Group has a variety of credit terms depending on the customer. The Group makes provision against trade and other receivables 
when it considers them to be impaired and takes into account the specific nature of the receivable, the Group’s relationship with the 
customer and historical default rates.
There is no doubtful debt provision in respect of trade and other receivables in the current or prior year for the Group or the Company.
All debts are not past due in the current and prior year. The Group and the Company’s management have received no indication that 
any unimpaired amounts will be unrecoverable. 
18. Fixed-term deposits
 Group  Company
  2016  2015 2016 2015
  £000  £000  £000  £000
Fixed-term deposits   18,500 32,000 18,500 32,000
Fixed-term deposits are sterling deposits with an initial maturity of three months or more. The Group seeks to maximise returns from  
its cash resources by placing funds on fixed-term deposit when it is possible to do so without negatively affecting access to required 
short-term working capital. The weighted average maturity of fixed-term deposits at the year end was 139 days (2015: 166 days).
19. Cash and cash equivalents
 Group  Company
  2016  2015 2016 2015
  £000  £000  £000  £000
Cash and cash equivalents per balance sheets   6,342 1,822  6,342 1,822 
Cash and cash equivalents per cash flow statements   6,342 1,822  6,342 1,822 
20. Trade and other payables
 Group  Company
  2016  2015 2016 2015
  £000  £000  £000  £000
Current    
Trade payables   562  601  562  601 
Non-trade payables and accrued expenses   594 532  594 532 
  1,156 1,133  1,156 1,133  Financial
statements
46
e-Therapeutics plc Annual report and accounts 2016
21. Capital and reserves
Reconciliation of movement in capital and reserves:
 Share  Share  Warrant  Retained  Total
 capital  premium  reserve  earnings  equity
Group  £000  £000  £000  £000  £000
Balance at 1 February 2013 138 25,567 132 (15,257) 10,580
Total recognised income and expense  — — — (5,039) (5,039)
Issue of share capital  126 38,916 — — 39,042
Equity-settled share-based payment transactions  — — — 35 35
Balance at 31 January 2014 264 64,483 132 (20,261) 44,618
Balance at 1 February 2014 264 64,483 132 (20,261) 44,618
Total recognised income and expense  — — — (7,777) (7,777)
Issue of share capital  — 77 — — 77
Lapse of warrants — — (132) 132 —
Equity-settled share-based payment transactions  — — — 106 106
Balance at 31 January 2015 264 64,560 — (27,800) 37,024
Balance at 1 February 2015 264 64,560 — (27,800) 37,024
Total recognised income and expense  — — — (8,820) (8,820)
Issue of share capital  — 12 — — 12
Equity-settled share-based payment transactions  — — — 215 215
Balance at 31 January 2016 264 64,572 — (36,405) 28,431
 
 Share  Share  Warrant  Retained  Total
 capital  premium  reserve  earnings  Equity
Company  £000  £000  £000  £000  £000
Balance at 1 February 2013  138  25,567  132  (12,433)  13,404
Total recognised income and expense  — — — (5,039) (5,039)
Issue of share capital  126 38,916 — — 39,042
Equity-settled share-based payment transactions  — — — 35 35
Balance at 31 January 2014  264  64,483  132  (17,437)  47,442
Balance at 1 February 2014  264  64,483  132  (17,437)  47,442
Total recognised income and expense  — — — (7,777) (7,777)
Issue of share capital  — 77 — — 77
Lapse of warrants — — (132) 132 —
Equity-settled share-based payment transactions  — — — 106 106
Balance at 31 January 2015  264  64,560  —  (24,976)  39,848
Balance at 1 February 2015  264  64,560  —  (24,976)  39,848
Total recognised income and expense  — — — (8,820) (8,820)
Issue of share capital  — 12 — — 12
Equity-settled share-based payment transactions  — — — 215 215
Balance at 31 January 2016 264 64,572 — (33,581) 31,255
Notes (forming part of the  
financial statements) continued Financial
statements
47
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
21. Capital and reserves continued
No. of ordinary shares
    2016 2015
Share capital     ‘000  ‘000
In issue at 1 February     264,363 263,881 
Issued for cash     93 482 
In issue at 31 January – fully paid     264,456 264,363 
    2016  2015
    £000  £000
Allotted, called up and fully paid  
264,455,551 (2015: 264,362,821) ordinary shares of £0.001 each     264 264 
    264 264 
Shares classified as liabilities     — — 
Shares classified in shareholders’ funds     264 264 
    264 264 
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share 
at meetings of the Company.
During the period, exercise of options over 92,730 ordinary shares by staff led to an increase of £93 in share capital and a credit  
of £12,797 to the share premium account.
In March 2013, the Company raised £40.0 million (£38.9 million net of related expenses) through placings of 125,000,000 new ordinary 
shares of 0.1 pence. Shareholder approval was provided at a general meeting on 27 February 2013; 4,750,000 shares were duly 
allotted on that day, and a further 120,250,000 on 28 February 2013, with all new shares admitted to trading on AIM by 1 March 2013. 
The new shares all carry the same rights as the shares in issue immediately prior to the placings. The new shares represented 90.4% 
of the Company’s issued ordinary share capital immediately prior to the placings.
The warrant reserve related to the following warrants: 
    
 Exercise      
 price        No. of
Issue date  £    Expiry date    warrants 
March 2009  0.260     16 March 2014    198,332 
March 2011  0.260      4 March 2014    677,409 
The fair value of warrants was calculated using a binomial model. All warrants lapsed unexercised on the expiry dates noted above.   Financial
statements
48
e-Therapeutics plc Annual report and accounts 2016
22. Operating lease arrangements
At the balance sheet date, the Group and Company had outstanding commitments for future minimum lease payments under  
non-cancellable operating leases, which fall due as follows:
 Group  Company
  2016  2015 2016 2015
  £000  £000  £000  £000
Within one year   30  44  30 44 
In the second to fifth years inclusive   — 30  — 30 
After five years   — —  — — 
  30 74  30 74 
Operating lease payments represent rentals payable by the Group for its properties and pursuant to long-term agreements for 
telecommunication services.  
23. Share-based payments
The Group operates a share scheme, the e-Therapeutics Performance Share Plan 2013 (PSP), under which participants are granted 
awards whereby, if certain share price targets are met, they are entitled to acquire an agreed number of shares for a nominal price. 
In future, as an alternative, and subject to the same share price targets being met, participants may be able to acquire up to the same 
number of shares under a company share option plan (CSOP) that received HMRC approval in December 2013. In that case, they 
would need to pay the market price at the date of grant for the shares and the number of shares they could acquire under the PSP 
would be reduced by the number of CSOP shares acquired. No options have been awarded under the CSOP to date. In the past,  
the Company has also granted options under a Long Term Incentive Plan (LTIP) and other arrangements.
The terms and conditions of the grants are as follows, whereby all options are settled by physical delivery of shares:
   Number of  
  Number of  instruments  Exercise  Contractual
  instruments  at beginning  price  life of
Grant date   at end of year  of year  (pence)  options
October 2006
1
   250,460  343,190  13.9  10 years
April 2007
1
   92,730  92,730  38.6  10 years
October 2007
1
   118,020  118,020  67.0  10 years
July 2012
2
   — 613,456  0. 1  3.5 years
October 2012
3
   934,174  934,174  0.1  3.5 years
July 2013
4
   770,211  770,211  0.1  10 years
July 2013
5
   490,813  490,813  0. 1  10 years
July 2014 (effective grant date: October 2013)
6
   940,763  964,763  0.1  10 years
July 2014 (effective grant date: October 2013)
7
   625,375  637,375  0.1  10 years
July 2014 (effective grant date: April 2014)
6
   250,000  250,000  0. 1  10 years
July 2014 (effective grant date: April 2014)
7
   250,000  250,000  0. 1  10 years
July 2014 (effective grant date: June 2014)
6
   2,056,582  2,082,763  0.1  10 years
July 2014 (effective grant date: June 2014)
7 
  1,660,103  1,673,193  0.1  10 years
January 2015
4
   2,053,654  2,078,481  0.1  10 years
January 2015
5
   1,625,957  1,638,370  0.1  10 years
1  Options issued prior to April 2010 are exercisable and vest immediately.
2  These options issued under the Long Term Incentive Plan had a three-year vesting period subject to a share price target of £1 (measured as  
the average of the closing mid-market share prices in the four weeks preceding the vesting date) being achieved at the vesting date.
3  Options issued under the Long Term Incentive Plan since 31 July 2012 are capable of vesting if a share price target of £1 (measured as in ii above)  
is achieved at any time in the period three to three-and-a-half years from the date of grant.
4  “Basic options” issued under the PSP have a three-year vesting period. 25% of these options will be capable of vesting if a share price target of 125%  
of the grant date share price is achieved. The proportion of these options which are capable of vesting increases linearly to 100% if a share price target 
of 200% of the grant date share price is achieved.
5  “Supplementary options” issued under the PSP have a three-year vesting period and are capable of vesting if a share price target of 250% of the grant 
date share price is achieved.
6  “Basic options” issued under the PSP have a three-year vesting period from the grant date. 25% of these options will be capable of vesting if a share 
price target of 125% of the share price on the effective grant date is achieved three years from the effective grant date. The proportion of these 
options which are capable of vesting increases linearly to 100% if a share price target of 200% of the share price on the effective grant date is achieved.
7 “Supplementary options” issued under the PSP have a three-year vesting period from the grant date and are capable of vesting if a share price target  
of 250% of the share price on the effective grant date is achieved three years from the effective grant date.
  
Notes (forming part of the  
financial statements) continued Financial
statements
49
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
23. Share-based payments continued
The number and weighted average exercise prices of share options are as follows:
  Weighted   Weighted  
  average   average  
  exercise  Number  exercise  Number 
  price 2016  of options  price 2015  of options 
  (pence)  2016  (pence)  2015 
Options    
Outstanding at the beginning of the year   1.4 12,937,539 3.9  5,808,266 
Forfeited during the year   0.1 (725,967) 0. 1  (2,035,982) 
Exercised during the year   13.9 (92,730) 13.9  (409,690) 
Granted during the year   — — 0.1  9,574,945 
Outstanding at the end of the year   1.3 12,118,842 1.4  12,937,539 
Exercisable at the end of the year   32.45 461,267 29.3  553,940 
The weighted average share price at the date of exercise of share options exercised during the year was 42 pence (2015: 30.0 pence). 
The options outstanding at the year end have an exercise price in the range of 0.1 pence to 67.0 pence and a weighted average 
remaining contractual life of 7.6 years.
The fair value of options has been valued using a Monte Carlo option pricing model. Volatility has been estimated by reference  
to historical share price data over a period commensurate with the expected term of the options awarded.
The assumptions for each option grant during the current and prior year were as follows:
  PSP:   PSP:   PSP:   PSP:
 PSP: Basic  Supplementary  PSP: Basic  Supplementary  PSP: Basic  Supplementary  PSP: Basic  Supplementary
 options  options  options  options  options  options  options  options
Date of grant  July  July July July July July January January 
 2014 2014 2014 2014 2014 2014 2015 2015
Effective grant date for  October October April April June June January January 
performance measures 2013 2013 2014 2014 2014 2014 2015 2015
Share price at date of grant £0.2775  £0.2775  £0.2775  £0.2775  £0.2775  £0.2775  £0.27  £0.27
Vesting period  3 years  3 years  3 years  3 years  3 years  3 years  3 years  3 years
Share price target  £0.404– £0.8072  £0.273– £0.5459  £0.3509– £0.7019  £0.3453– £0.6906 
 £0.6475  £0.4377  £0.5615  £0.5525 
Expected volatility  34. 1%  34. 1%  32.3%  32.3%  31.9%  31.9%  31.8%  31.8%
Risk-free rate  1.2%  1.2%  1.2%  1.2%  1.2%  1.2%  0.63%  0.63%
Dividend yield  0%  0%  0%  0%  0%  0%  0%  0%
Exercise price  £0.001  £0.001  £0.001  £0.001  £0.001  £0.001  £0.001  £0.001
Number of shares  964,763  637,375  250,000  250,000  2,082,763  1,673,193  2,078,481  1,638,370
Fair value per option  6.3  1.0  13.9  4.7  9.2  2.4  8.3  1.98
The total expense recognised for the year arising from share-based payments is as follows:
    2016  2015
    £000  £000
Group and Company equity-settled share-based payment expense     215  106 Financial
statements
50
e-Therapeutics plc Annual report and accounts 2016
24. Financial instruments
The Group’s principal financial instruments comprise short-term debtors and creditors, short-term bank deposits and cash. There is 
currently no material difference between the carrying value of financial assets and liabilities and their fair value. The prime objectives 
of the Group’s policy towards financial instruments are to maximise returns on the Group’s cash balances, manage the Group’s 
working capital requirements and finance the Group’s ongoing operations.
Capital management
The Group’s policy is to maintain a strong capital base. The Group does not yet have any significant recurring revenues and finances 
its operations through the issue of new shares and the management of working capital. The Group’s capital resources are managed 
to ensure it has resources available to invest in operational activities designed to generate future income. These resources were 
represented by £24,842,000 of cash and fixed-term deposits as at 31 January 2016 (2015: £33,822,000).
Management of financial risk
The main risks associated with the Group’s financial instruments have been identified as credit risk, liquidity risk and interest rate risk.
The Board is responsible for managing these risks and the policies adopted, which have remained largely unchanged throughout the 
year, are set out below.
Credit risk
The carrying amount of financial assets is as follows:
 Group  Company
  2016  2015 2016 2015
  £000  £000  £000  £000
Trade and other receivables   1,472 1,570  1,472 1,570 
Fixed-term deposits   18,500 32,000  18,500 32,000 
Cash and cash equivalents   6,342 1,822  6,342 1,822 
  26,314 35,392  26,314 35,392 
Credit risk is the risk of financial loss if a customer fails to meet its contractual obligations and arises principally from the Group’s  
other receivables. The carrying amount of other receivables in the balance sheet represents the maximum exposure to credit risk  
and details are given in Note 17 to the accounts. No amounts are past due in the current or prior years.
The Group has adopted a Treasury Policy that aims to ensure adequate working capital for ongoing activity, maintain a high level of 
security of deposited funds and optimise income generated from those funds. A list of approved deposit counterparties with monetary 
limits for each is maintained and is regularly reviewed by the audit committee.
The Directors consider the Group’s exposure to credit risk to be acceptable and normal for a similar entity at its stage of development.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to access the necessary funds to finance its operations.
The Group finances its operations using cash raised through the issue of equity. The Group manages its liquidity risk by monitoring 
existing facilities and cash flows against forecast requirements based on two-year rolling cash forecasts. The Group’s fixed-term 
deposits (Note 18) all have initial maturities of no more than twelve months. 
The Group and the Company have the following financial liabilities:
 Group  Company
  2016  2015 2016 2015
  £000  £000  £000  £000
Principal amounts    
Trade and other payables    
– payable within one year   1,156 1,133  1,156 1,133 
  1,156 1,133  1,156 1,133 
Notes (forming part of the  
financial statements) continued Financial
statements
51
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
24. Financial instruments continued
Liquidity risk continued
Financial liabilities by category:
 Group  Company
  2016  2015 2016 2015
  £000  £000  £000  £000
Financial liabilities at amortised cost   1,156 1,133 1,156 1,133
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the effect  
of netting agreements:
 2016 
 
2015
  Contractual  1 year  1 to  2 to  5 years   Contractual  1 year  1 to  2 to  5 years
 Carrying  cash  or  <2  <5  and  Carrying  cash  or  <2  <5  and
 amount  flows  less  years  years  over  amount  flows  less  years  years  over
 £000  £000  £000  £000  £000  £000  £000  £000  £000  £000  £000  £000
Non-derivative  
 financial liabilities            
Trade and  
 other payables  1,156 1,156 1,156 —  —  —  1,133  1,133  1,133  —  —  — 
 
Interest rate risk
Interest rate risk reflects the Group’s exposure to fluctuations in interest rates in the market. The Group has no interest-bearing debt 
in issue and therefore interest rate risk applies only to the return achieved upon cash and fixed-term deposits.
The trade and other payables do not bear interest.
Sensitivity analysis
A 1% increase in interest rates throughout the year and prior year, with all other variables remaining constant, would have had 
no impact on interest expense in either the current or prior year. A 1% increase in interest rate earned on all cash and fixed-term 
deposits, with all other variables remaining constant, would have increased interest income in the current year by approximately 
£294,000 (2015: approximately £374,000). 
25. Capital commitments
At the year end, the Group had not entered into contractual commitments for the acquisition of any plant and equipment or fixtures 
and fittings (2015: £nil).  Financial
statements
52
e-Therapeutics plc Annual report and accounts 2016
Notes (forming part of the  
financial statements) continued
26. Related parties
Transactions with subsidiary – Company
During the year the Company advanced no money to and made no capital contribution to its subsidiary undertaking and at 31 January 
2016 there was no balance outstanding between the subsidiary undertaking and the Company (2015: £nil).
Transactions with key management personnel
The key management personnel of the Group are the Directors, whose compensation is as follows:
    2016 2015
    £000  £000
Directors’ emoluments     946 1,217 
Company contributions to money purchase pension funds     49 72 
    995 1,289 
Mrs J Self, who is the wife of Development Director Steve Self, is employed by the Group as Quality Manager and during the period 
received a salary of £50,591 (2015: £44,533) and contributions to a money purchase pension scheme of £9,956 (2015: £5,568), 
payable on terms equivalent to those that prevail in arm’s length transactions. During the prior year the Company made cash advances 
to a number of employees who were affected by a payroll processing error. These advances were subject to written agreements  
and were repaid through deductions from net pay. Mrs Self was the recipient of one such advance, for £1,028. At the year end, the 
amount owed by Mrs Self to the Company (entirely arising from this advance) was £nil (2015: £628).
Transactions with Searchbolt
Chief Executive Officer Malcolm Young is a Non-Executive Director of Searchbolt Limited (“Searchbolt”). Searchbolt is a search engine 
business, incorporated by way of a demerger from the Group on 14 November 2007. Searchbolt holds a perpetual exclusive licence 
for network analysis technology of e-Therapeutics plc for the use of the technology in internet search. During the year, no costs were 
incurred by the Company on behalf of Searchbolt (2015: £nil). As at 31 January 2016 there was a balance of £23,311 outstanding 
between the Company and Searchbolt (2015: £23,311).
Transactions with Lisles Research Limited
Chief Executive Officer Malcolm Young is a Non-Executive Director of Lisles Research Limited (“Lisles”). Lisles is engaged in the 
development of software for use in the financial services industry. During the year, the Company incurred £1,000 in consulting services 
from Lisles (2015: £2,000), and £2,760 (2015: £2,760) of costs incurred by the Company on behalf of Lisles were recharged in full.  
As at 31 January 2016 there was a balance of £828 outstanding between the Company and Lisles (2015: £828). 
27. Subsequent events
There have been no events since the balance sheet date that require disclosure in these financial statements. 53
Overview Financial statements Governance
e-Therapeutics plc Annual report and accounts 2016
Notice of annual general meeting 
Notice is hereby given that the annual general meeting of e-Therapeutics plc (“Company”) will be held at the offices of Bond Dickinson 
LLP, 4 More London Riverside, London, SE1 2AU at 12.30pm on 25 May 2016 to consider and, if thought fit, pass the following 
resolutions as ordinary resolutions other than resolution 8, which will be proposed as a special resolution:
1.  To receive the accounts for the financial year ended 31 January 2016 together with the Directors’ report and the Auditor’s report 
for that period.
2.  To elect Trevor Jones as a Director of the Company.
3.  To elect Iain Ross as a Director of the Company.
4.  To re-elect Malcolm Young as a Director of the Company.
5.  To reappoint Deloitte LLP as the Auditor of the Company.
6.  To authorise the Directors to agree the remuneration of the Auditor of the Company.
7.  That the Directors be generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 (“Act”) 
to exercise all the powers of the Company to allot or grant rights to subscribe for or to convert any security into shares in the 
Company up to an aggregate nominal amount of £185,118.89, provided that:
7.1  (except as provided in paragraph 7.2 below) this authority shall expire on the date of the next annual general meeting of the 
Company; and
7.2  the Company may before such expiry make an offer or agreement which would or might require shares or equity securities 
(within the meaning of section 560 of the Act), as the case may be, to be allotted or such rights granted after such expiry and 
the Directors may allot shares or equity securities or grant such rights, as the case may be, in pursuance of such offer  
or agreement notwithstanding that the authority conferred by this resolution has expired.
 All unexercised authorities previously granted to the Directors to allot shares or to grant rights to subscribe for or to convert  
any security into shares be and are hereby revoked.
8.  That, subject to the passing of resolution 7 above, the Directors, pursuant to the general authority conferred on them, be 
empowered pursuant to section 570 of the Companies Act 2006 (“Act”) to allot for cash, either pursuant to the authority so 
conferred or where the equity securities are held by the Company as treasury shares (within the meaning of section 724(5) of the 
Act), equity securities (within the meaning of section 560 of the Act) as if section 561 of the Act did not apply to any such allotment 
provided that this power shall be limited to the allotment of equity securities:
8.1  made in connection with the allotment of ordinary shares of 0.1 pence each in the capital of the Company pursuant to  
the e-Therapeutics plc Long Term Incentive Plan 2007 (as amended from time to time) and the e-Therapeutics Performance 
Share Plan 2013;
8.2  made in connection with the allotment of up to 343,190 ordinary shares of 0.1 pence each in the capital of the Company 
pursuant to those option agreements referred to in paragraphs 2.9 to 2.13 of Part VII of the admission document relating  
to the Company dated 22 November 2007 that have neither been fully exercised nor lapsed;
8.3  made in connection with the allotment and issue of up to 118,020 ordinary shares of 0.1 pence each in the capital  
of the Company pursuant to the options granted to Oliver James; 54
e-Therapeutics plc Annual report and accounts 2016
Notice of annual general meeting continued 
8.4  made in connection with an offer of securities, open for acceptance for a fixed period, by the Directors to ordinary 
shareholders of the Company on the register on a fixed record date in proportion (as nearly as may be) to their then 
holdings of such shares (but subject to such exclusions or other arrangements as the Directors may deem necessary or 
expedient to deal with treasury shares or any legal or practical problems under the laws or requirements of any recognised 
regulatory body or any stock exchange in any overseas territory or in connection with fractional entitlements) or by virtue of 
shares being represented by depositary receipts or any other matter whatsoever; and/or
8.5  wholly for cash (otherwise than pursuant to paragraphs 8.1 to 8.4 above) up to an aggregate nominal value of £52,891.11,
 and shall expire on the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the passing 
of this resolution, but the Company may before such expiry make an offer or agreement which would or might require equity 
securities to be allotted after such expiry and the Directors may allot equity securities pursuant to such an offer or agreement 
notwithstanding that the power conferred by this resolution has expired.
All unexercised authorities previously granted to the Directors under section 570 of the Act are hereby revoked.
By order of the Board
Sean Nicolson 
Secretary 
15 April 2016 
Registered office
17 Blenheim Office Park
Long Hanborough
Oxfordshire
OX29 8LN 
 
Registered in England and Wales number 4304473
  55
e-Therapeutics plc Annual report and accounts 2016
Notes
The following notes explain your general rights as a shareholder of the Company and your right to attend and vote at this meeting  
or to appoint someone else to vote on your behalf.
1.  Only those members registered in the register of members of the Company as at 12.30pm on 23 May 2016 shall be entitled to 
attend and vote at the meeting convened above in respect of the number of shares registered in their names at that time. This 
time will still apply for the purpose of determining who is entitled to attend and vote if the annual general meeting is adjourned 
from its scheduled time by 48 hours or less. If the annual general meeting is adjourned for longer, members who wish to attend 
and vote must be on the Company’s register of members by 48 hours before the time fixed for the adjourned meeting. Changes 
to entries on the register of members after that time will be disregarded in determining the rights of any person to attend or vote 
at the meeting.
2.  A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as  
his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at a meeting of the Company. On a poll 
vote, all of a member’s voting rights may be exercised by one or more duly appointed proxies. Any such member may appoint 
more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held 
by such member. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than 
one proxy, please contact the Company’s registrars. A proxy need not be a member of the Company. Appointing a proxy will not 
prevent a member from attending in person and voting at the meeting. If you wish your proxy to speak on your behalf at the 
meeting you will need to appoint your own choice of proxy (not the Chairman of the meeting) and give your instructions directly 
to them. A proxy must vote in accordance with any instructions given by the appointing member.
3.  A form of appointment of proxy is enclosed. To appoint a proxy, this form must be completed and signed, sent or delivered to 
Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. In the case of a member which is 
a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the Company or an 
attorney of the Company. If you return more than one proxy appointment in respect of a share, that received last by the registrar 
before the latest time for the receipt of proxies will take precedence.
4.  The form of proxy includes a vote withheld option. Please note that a vote withheld is not a vote in law and will not be counted  
in the calculation of the proportion of the votes for and against any particular resolution.
5.  The appointment of a proxy and the original or duly certified copy of the power of attorney or other authority (if any) under which 
it is signed or authenticated should be deposited with Neville Registrars Limited at the address shown on the proxy form not later 
than 12.30pm on 23 May 2016 or 48 hours before the time for holding any adjourned meeting or (in the case of a poll not taken 
on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used or lodged.
6. In the case of joint holders of shares, where more than one of the joint holders purports to appoint a proxy, only the appointment 
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint 
holders appear in the Company’s register of members in respect of the joint holding (the first named being the most senior).
7.  The following documents are available for inspection during normal business hours at the registered office of the Company  
on any business day and they may also be inspected at the offices of Bond Dickinson LLP, 4 More London Riverside, London,  
SE1 2AU from 12.15pm on the day of the meeting until the conclusion of the meeting:
7.1  copies of Directors’ service contracts with the Company; and
7.2  copies of the Non-Executive Directors’ letters of appointment.
8.  Except as provided above, members who have general queries about the meeting should contact the Company Secretary  
in writing at the Company’s registered office. No other methods of communication will be accepted.
Overview Financial statements Governance 56
e-Therapeutics plc Annual report and accounts 2016
56
e-Therapeutics plc Annual report and accounts 2016
Notes  57
e-Therapeutics plc Annual report and accounts 2016
57
e-Therapeutics plc Annual report and accounts 2016 e-Therapeutics plc Annual report and accounts 2016
Nominated adviser and nominated broker
Numis Securities Limited
10 Paternoster Square 
London
EC4M 7LT
Tel: +44 (0) 20 7260 1000
Auditor to the Company
Deloitte LLP
Abbots House
Abbey Street
Reading
RG1 3BD
Tel: +44 (0) 118 950 8141
Registrars
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
Tel: +44 (0) 121 585 1131
Solicitors
Bond Dickinson LLP
St Ann’s Wharf
112 Quayside
Newcastle upon Tyne
NE1 3DX
Tel: +44 (0) 845 415 0000
Bankers
Bank of Scotland
PO Box No. 10
38 St Andrews Square
Edinburgh
EH2 2YR
Tel: +44 (0) 131 465 3900
Registered office
17 Blenheim Office Park
Long Hanborough
Oxfordshire
OX29 8LN
Tel: +44 (0) 1993 88 00 00
Company Secretary
Sean Nicolson
Advisers e-Therapeutics plc
Oxford Office
17 Blenheim Office Park
Long Hanborough
Oxfordshire  
OX29 8LN
United Kingdom
(Registered office)
Tel: +44 (0) 1993 88 00 00
Fax: +44 (0) 1993 88 02 07
www.etherapeutics.co.uk
Incorporated in England and Wales
Registered number: 4304473
Newcastle upon Tyne Office
Clavering House
Clavering Place
Newcastle upon Tyne
Tyne and Wear  
NE1 3NG
United Kingdom