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27 April 2023
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2021-08-01
Sage Accounts Production Advanced 2021 - FRS102_2021
133,656
84,983
218,639
218,639
133,656
22,047
22,047
22,047
xbrli:pure
xbrli:shares
iso4217:GBP
07316783
2021-08-01
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07316783
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07316783
2021-07-31
07316783
2020-08-01
2021-07-31
07316783
2021-07-31
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2021-08-01
2022-07-31
07316783
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2021-08-01
2022-07-31
07316783
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2021-08-01
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07316783
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2021-07-31
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core:WithinOneYear
2022-07-31
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07316783
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07316783
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07316783
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07316783
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2022-07-31
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07316783
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07316783
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2022-07-31
07316783
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07316783
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07316783
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07316783
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2022-07-31
07316783
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2021-07-31
07316783
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2022-07-31
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07316783
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2021-07-31
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2021-08-01
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07316783
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2021-07-31
07316783
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2021-08-01
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07316783
1
2021-08-01
2022-07-31
COMPANY REGISTRATION NUMBER:
07316783
Filleted financial statements |
|
Statement of financial position |
|
31 July 2022
Fixed assets
Intangible assets |
6 |
|
218,639 |
|
133,656 |
Tangible assets |
7 |
|
79,021 |
|
61,390 |
Investments |
8 |
|
22,047 |
|
22,047 |
|
|
--------- |
|
--------- |
|
|
319,707 |
|
217,093 |
|
|
|
|
|
|
Current assets
Stocks |
168,772 |
|
154,883 |
|
Debtors |
9 |
5,645,524 |
|
3,749,393 |
|
Cash at bank and in hand |
1,788,843 |
|
2,280,624 |
|
|
----------- |
|
----------- |
|
|
7,603,139 |
|
6,184,900 |
|
|
|
|
|
|
|
Creditors: amounts falling due within one year |
10 |
(
10,467,723) |
|
(
9,132,534) |
|
|
------------ |
|
----------- |
|
Net current liabilities |
|
(
2,864,584) |
|
(
2,947,634) |
|
|
----------- |
|
----------- |
Total assets less current liabilities |
|
(
2,544,877) |
|
(
2,730,541) |
|
|
----------- |
|
----------- |
Net liabilities |
|
(
2,544,877) |
|
(
2,730,541) |
|
|
----------- |
|
----------- |
|
|
|
|
|
|
Capital and reserves
Called up share capital |
12 |
|
340 |
|
340 |
Share premium account |
13 |
|
5,531,684 |
|
5,531,684 |
Capital redemption reserve |
13 |
|
10 |
|
10 |
Profit and loss account |
13 |
|
(
8,076,911) |
|
(
8,262,575) |
|
|
----------- |
|
----------- |
Shareholders funds |
|
(
2,544,877) |
|
(
2,730,541) |
|
|
----------- |
|
----------- |
|
|
|
|
|
|
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements were approved by the
board of directors
and authorised for issue on
27 April 2023
, and are signed on behalf of the board by:
Company registration number:
07316783
Notes to the financial statements |
|
year ended 31st July 2022
1.
General information
The principal activity of the company is that of research, development and manufacture of pharmaceutical preparations
. The company is a private limited company, limited by shares, which is incorporated in England and Wales (no 07316783
). The address of the registered office is WeWork, No.1 Spinningfields, Quay Street, Manchester, M3 3JE.
2.
Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Grant income
Grant income is recognised in the profit and loss account when the relevant proportion of costs have been incurred in line with the requirements of the grant providers. Any accrued or deferred income is recognised on the balance sheet in debtors and creditors as appropriate.
Going concern
The company reports a cash balance at the financial year-end of £1.8m. The investors continue to be supportive of the business and a further £2.0m of loan capital was provided in March 2023 to support the business growth plan objectives. In addition the investors have indicated that they will not seek repayment of the loan capital balance outstanding for a period of at least 12 months from the date that the financial statements are signed, unless the Company has adequate financial resources to repay such debts. The Directors continue to consider economic impacts on the company and the industry impact of these is considered low. Ongoing assessments of the company's financial position is applied through updated financial forecasting and planning. The Directors believe the company will have adequate resources available to continue to operate for more than a year after the date of signing of these accounts and the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Research and development
Research expenditure is written off in the period in which it is incurred.
Consolidation
The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the date of the statement of financial position and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. Details of these judgements are set out in the accounting policies.
Turnover
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are recorded at the fair value at the acquisition date. Amortisation Amortisation has not been charged on intangible assets in the current year as these are still in development. Amortisation will be charged after Grant of licence has been achieved with review for impairment prior to that.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
|
Fixtures and Fittings |
- |
20% straight line |
|
Office equipment |
- |
25% straight line |
|
|
|
|
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost using the effective interest method, using a discount rate of 12%. Finance costs comprise interest payable on borrowings calculated at the effective interest rate method and recognised on an accruals basis.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4.
Employee numbers
The average number of persons employed by the company during the year amounted to
34
(2021:
23
).
5.
Auditors remuneration
In the year-ending 31 July 2022, the fees payable for the audit of the financial statements was £10,050 (2021 - £9,200).
6.
Intangible assets
Cost |
|
At 1st August 2021 |
133,656 |
Additions |
84,983 |
|
--------- |
At 31st July 2022 |
218,639 |
|
--------- |
Amortisation |
|
At 1st August 2021 and 31st July 2022 |
– |
|
--------- |
Carrying amount |
|
At 31st July 2022 |
218,639 |
|
--------- |
At 31st July 2021 |
133,656 |
|
--------- |
|
|
The intangible asset acquired in 2020 relates to the intellectual property for development of a drug formula and was purchased from an unconnected third party in June 2020 with additional potential payments as set out in the contingent liability note. The intangible asset acquired in the current year relates to the intellectual property for the development of a new drug formula and was purchased from an unconnected third party in September 2021 with additional potential payments as set out in the contingent liability note.
7.
Tangible assets
|
Fixtures and fittings |
Equipment |
Total |
|
£ |
£ |
£ |
|
|
|
|
Cost |
|
|
|
At 1st August 2021 |
11,834 |
88,872 |
100,706 |
Additions |
– |
37,615 |
37,615 |
|
------- |
--------- |
--------- |
At 31st July 2022 |
11,834 |
126,487 |
138,321 |
|
------- |
--------- |
--------- |
Depreciation |
|
|
|
At 1st August 2021 |
5,218 |
34,098 |
39,316 |
Charge for the year |
1,108 |
18,876 |
19,984 |
|
------- |
--------- |
--------- |
At 31st July 2022 |
6,326 |
52,974 |
59,300 |
|
------- |
--------- |
--------- |
Carrying amount |
|
|
|
At 31st July 2022 |
5,508 |
73,513 |
79,021 |
|
------- |
--------- |
--------- |
At 31st July 2021 |
6,616 |
54,774 |
61,390 |
|
------- |
--------- |
--------- |
|
|
|
|
8.
Investments
|
Shares in group undertakings |
|
£ |
|
|
Cost |
|
At 1st August 2021 and 31st July 2022 |
22,047 |
|
------- |
Impairment |
|
At 1st August 2021 and 31st July 2022 |
– |
|
------- |
|
|
Carrying amount |
|
At 31st July 2022 |
22,047 |
|
------- |
At 31st July 2021 |
22,047 |
|
------- |
|
|
The company owns 100% of the issued share capital of the companies listed below:
Daresbury Pharma Limited (dormant) - Incorporated in England and Wales.
Proveca Pharma Limited (sale and distribution of pharmaceutical products) - Incorporated in Ireland.
Proveca (Germany) GmbH (sale and distribution of pharmaceutical products) - Incorporated in Germany.
9.
Debtors
Trade debtors |
1,644,042 |
1,559,599 |
Amounts owed by group undertakings |
3,055,962 |
1,915,939 |
Other debtors |
945,520 |
273,855 |
|
----------- |
----------- |
|
5,645,524 |
3,749,393 |
|
----------- |
----------- |
|
|
|
10.
Creditors:
amounts falling due within one year
Trade creditors |
361,557 |
422,583 |
Amounts owed to group undertakings |
1 |
1 |
Social security and other taxes |
253,074 |
178,386 |
Other creditors |
9,853,091 |
8,531,564 |
|
------------ |
----------- |
|
10,467,723 |
9,132,534 |
|
------------ |
----------- |
|
|
|
11.
Share-based payments
The company has an exit only share option scheme for certain employees. Options are exercisable at a price equal to the average market price of the company's shares on the date of grant.
Details of the number of share options and the weighted average exercise price (WAEP) during the year are as follows:
|
|
2022 |
WAEP |
2021 |
WAEP |
|
|
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
Outstanding at 1 August 2021 |
10,750 |
18 |
7,500 |
17 |
|
Granted during the year |
3,557 |
36 |
3,250 |
20 |
|
Cancelled during the year |
(250) |
(21) |
|
|
|
|
------- |
|
------- |
|
|
Outstanding at 31 July 2022 |
14,057 |
22 |
10,750 |
18 |
|
|
------- |
|
------- |
|
|
|
|
|
|
|
As the share options are exit only, the vesting period is unknown and therefore no charge is made to profit and loss for the period.
12.
Called up share capital
Issued, called up and fully paid
Ordinary shares of £ 0.001 each |
130,815 |
131 |
130,815 |
131 |
B Ordinary shares of £ 0.001 each |
10,000 |
10 |
10,000 |
10 |
C Ordinary shares of £ 0.001 each |
1,400 |
1 |
1,400 |
1 |
D Ordinary shares of £ 0.001 each |
112,686 |
113 |
112,686 |
113 |
E Ordinary shares of £ 0.0001 each |
63,841 |
6 |
63,841 |
6 |
F Ordinary shares of £0.001 each |
36,256 |
36 |
36,256 |
36 |
G Ordinary shares of £0.001 each |
42,999 |
43 |
42,999 |
43 |
|
--------- |
---- |
--------- |
---- |
|
397,997 |
341
|
397,997 |
341
|
|
--------- |
---- |
--------- |
---- |
|
|
|
|
|
The Ordinary, B Ordinary, C Ordinary, D Ordinary, E Ordinary shares, F Ordinary and G Ordinary shares have rights to participate to dividends and on a winding up. The B Ordinary and C Ordinary shares do not hold any voting rights. The Ordinary shares have the right to attend and vote at a general meeting and the D Ordinary, E Ordinary shares, F Ordinary shares and G Ordinary shares have rights to one vote per share on a poll, unless a step-in event occurs upon which the holders shall have the right to 20 votes per share held.
13.
Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Capital redemption reserve - This reserve records the nominal value of shares repurchased by the company. Profit and loss account - This reserve records retained earnings and accumulated losses.
14.
Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
Not later than 1 year |
202,461 |
116,820 |
Later than 1 year and not later than 5 years |
89,775 |
197,702 |
|
--------- |
--------- |
|
292,236 |
314,522 |
|
--------- |
--------- |
|
|
|
15.
Contingencies
There is a contingent liability of €600,000 payable to an unconnected third party in relation to the intangible asset acquired in the prior year. €350,000 is payable upon obtaining a PUMA license for the acquired drug formula and a further €250,000 is payable if the drug meets market success criteria. The directors have deemed this amount to be a contingent obligation due to the extent of further work required before an application for grant of license can be made and the uncertainties of achieving the grant and market success. There is a contingent liability of €300,000 payable to an unconnected third party in relation to the intangible asset acquired in the year. €150,000 is payable upon being granted the first marketing authorisation in the sales territory and a further €250,000 is payable upon completion of the pricing and reimbursement process. The directors have deemed this amount to be a contingent obligation due to the extent of further work required before authorisation can be obtained.
16.
Events after the end of the reporting period
On 17 March 2023 the company issued convertible loan stock of £1,999,999
17.
Summary audit opinion
The auditor's report for the year dated
27 April 2023
was
unqualified
.
The senior statutory auditor was
Helen Daniels LLB FCA CIOT
, for and on behalf of
Sagars Accountants Ltd
.