Peptcell Ltd - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 04983543 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

FOR

PEPTCELL LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

G Stoloff

J S Synge

R G Bransgrove

J Hardy

F I I Janmohamed

K R Duncan

M Al Nemer

R J Huston

SECRETARY:

Beach Secretaries Limited

REGISTERED OFFICE:

The Walbrook Building

25 Walbrook

London

EC4N 8AF

REGISTERED NUMBER:

04983543 (England and Wales)

AUDITORS:

Fortus Audit LLP

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

FIXED ASSETS

Intangible assets

4

215,208

227,411

Tangible assets

5

4,390

7,927

Investments

6

4,415,381

4,415,381

4,634,979

4,650,719

CURRENT ASSETS

Debtors

7

3,030,858

2,624,278

Cash at bank and in hand

1,124,660

387,761

4,155,518

3,012,039

CREDITORS

Amounts falling due within one year

8

2,202,505

176,754

NET CURRENT ASSETS

1,953,013

2,835,285

TOTAL ASSETS LESS CURRENT LIABILITIES

6,587,992

7,486,004

CAPITAL AND RESERVES

Called up share capital

10

1,897

1,897

Share premium

5,402,746

5,402,746

Retained earnings

1,183,349

2,081,361

6,587,992

7,486,004

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

Approved on behalf of the Board of Directors and authorised for issue on 8 December 2021 and were signed on its behalf by:

G Stoloff - Director

1.	STATUTORY INFORMATION

Peptcell Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's place of business is:

London BioScience Innovation Centre

2 Royal College Street

London

NW1 0NH

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and have also been consistently applied within the same accounts.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and

assumptions that affect the amount reported for assets and liabilities as at the balance sheet date 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.

The following judgements (apart from those involving estimates) have had the most significant effect on

amounts recognised in the financial statements:

Impairment of investments

Impairment tests on investments are undertaken if events occur which call into question the carrying values of the assets based on the higher of value in use and fair value less costs of disposal. Actual outcomes could vary significantly from such estimates and are inherently judgemental. Future events could cause the assumptions used in these impairment tests to change with a consequent adverse effect on the future results of the company.

Turnover

Turnover represents net invoiced sales of goods and services, excluding value added tax. Included in turnover is work undertaken on a long term contract. The value of work undertaken is ascertained by reference to the cost of work performed. Where the substance of the contract is that a right to consideration does not arise until the occurrence of a critical event, revenue relating to that critical event is not recognised until that event occurs.

Trademarks, patents and licences

Expenditure on acquiring patents and licences are capitalised and are treated as an intangible fixed asset then amortised over their estimated economic lives. Provision is made for any impairment.

Expenditure on trademarks are capitalised and not amortised on the basis that any amortisation would be immaterial and the company has a policy of renewing trademarks as and when they fall due.

Intellectual property

The cost of documenting the company's Intellectual Property is carried forward when its future recoverability can reasonably be regarded as assured. The expenditure carried forward is treated as an intangible fixed asset and amortised over its estimated economic life so as to match the expenditure with the anticipated sales from the Intellectual Property.

Tangible fixed assets

Tangible fixed assets are initially measured at cost. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computers and laboratory equipment - 25% on reducing balance.

Investments in subsidiaries

Investments in subsidiary and associate undertakings are measured at cost less impairment.

Taxation

Taxation 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 in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company makes contributions to employee pension schemes. Contributions payable in the year are charged in the profit and loss account.

Government grants

Government revenue based grants are recognised in the profit and loss account in the same period as the expenditure to which the grant relates.

Going concern

As at the point of authorising the accounts, and for the foreseeable future, the directors consider the going concern assumption to remain appropriate.

The company's business activities, together with factors likely to affect its future development, performance and position have been considered.

As a part of their review process, the directors have prepared detailed cash flow forecasts which factor in the numerous commercial options available to the company. Having made these considerations, the directors believe the forecasts to be a reasonable expectation of the company's future financial position and performance. Based on the results of these forecasts, the directors consider that the company retains sufficient working capital options to continue to trade for the foreseeable future.

The directors have considered the impact of the ongoing COVID-19 pandemic in relation to their assessment of going concern and in their opinion have taken all reasonable steps to mitigate these factors. The directors acknowledge that given the ongoing rapidly changing business and social environment, there may be further significant risk factors emerging. Such factors are considered by the directors to represent a general inherent level of risk in relation to the going concern assumption, which remains appropriate for the company.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 11 (2019 - 11 ) .

4.	INTANGIBLE FIXED ASSETS

Patents

and

Intellectual

licences

Property

Totals

£

£

£

COST

At 1 January 2020

757,990

24,624

782,614

Additions

9,996

-

9,996

At 31 December 2020

767,986

24,624

792,610

AMORTISATION

At 1 January 2020

530,579

24,624

555,203

Amortisation for year

22,199

-

22,199

At 31 December 2020

552,778

24,624

577,402

NET BOOK VALUE

At 31 December 2020

215,208

-

215,208

At 31 December 2019

227,411

-

227,411

5.	TANGIBLE FIXED ASSETS

Computer

and

laboratory

equipment

£

COST

At 1 January 2020

84,984

Additions

957

Disposals

(25,353

)

At 31 December 2020

60,588

DEPRECIATION

At 1 January 2020

77,057

Charge for year

1,464

Eliminated on disposal

(22,323

)

At 31 December 2020

56,198

NET BOOK VALUE

At 31 December 2020

4,390

At 31 December 2019

7,927

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2020

and 31 December 2020

4,415,381

NET BOOK VALUE

At 31 December 2020

4,415,381

At 31 December 2019

4,415,381

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Biocopea Limited

Registered office: The Walbrook Building, 25 Walbrook, London, EC4N 8AF

Nature of business: Drug reprofiling

%

Class of shares:

holding

Ordinary A shares £0.01 each

71.24

2020

2019

£

£

Aggregate capital and reserves

5,588,385

5,886,327

Loss for the year

(297,942

)

(286,826

)

Tangent Reprofiling Limited

Registered office: The Walbrook Building, 25 Walbrook, London, EC4N 8AF

Nature of business: Drug reprofiling

%

Class of shares:

holding

Ordinary A shares £0.01 each

64.50

2020

2019

£

£

Aggregate capital and reserves

12,820

14,945

Loss for the year

(2,125

)

(4,093

)

Imutex Limited

Registered office: The Walbrook Building, 25 Walbrook, London, England, EC4N 8AF

Nature of business: Vaccine development

%

Class of shares:

holding

Ordinary A shares of £0.01

51.00

2020

2019

£

£

Aggregate capital and reserves

7,064,160

7,666,105

Loss for the year

(219,038

)

(61,947

)

Health Clinics Limited

Registered office: The Walbrook Building, 25 Walbrook, London, England, EC4N 8AF

Nature of business: Cancer clinic

%

Class of shares:

holding

B Ordinary shares of £0.000001

30.00

2020

2019

£

£

Aggregate capital and reserves

(1,322,894

)

(808,442

)

Loss for the year

(514,452

)

(811,960

)

As part of the purchase consideration in obtaining the shares in Biocopea Limited and Tangent Reprofiling Limited, the company has entered into agreement with the subsidiaries to provide further funding, to cover the subsidiaries expenses and commitments incurred in their drug reprofiling operations. Such funding may be treated as additional share premium and is at Peptcell Limited discretion.

It is at Peptcell Limited's discretion as to the amount of future funding it will provide Biocopea Limited and Tangent Reprofiling Limited, whether by additional share premium or loans. It is the company's intention to meet the subsidiaries expenditure requirements for at least the next 12 months.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

£

£

Trade debtors

-

5,620

Amounts owed by group undertakings

2,773,390

2,514,362

Other debtors

257,468

104,296

3,030,858

2,624,278

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

£

£

Bank loans and overdrafts

2,000,000

-

Trade creditors

7,159

28,569

Taxation and social security

95,993

121,871

Other creditors

99,353

26,314

2,202,505

176,754

Included within other creditors is an amount of £38 (2019: £38) being a loan received by the company from Mr G. Stoloff (director).

9.	SECURED DEBTS

The following secured debts are included within creditors:

2020

2019

£

£

Bank loans

2,000,000

-

The bank CBILS loan of £2,000,000 is due for repayment on 16th September 2022. The loan is secured by way of debenture with fixed and floating charges over the property, assets and rights of Peptcell Limited.

10.	CALLED UP SHARE CAPITAL

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Gary Woodhall ACA (Senior Statutory Auditor)

for and on behalf of Fortus Audit LLP

12.	OTHER FINANCIAL COMMITMENTS

The company has financial commitments at the balance sheet date that are not included in the balance sheet totalling £396,997 (2019 £414,119).

13.	RELATED PARTY DISCLOSURES

At the balance sheet date the company was owed by Biocopea Limited £1,338,135 (2019: £1,024,089).

During the year the company made sales to InFirst Healthcare Ltd which was an associate of Biocopea Limited of £8,181 (2019: £19,010). At the balance sheet date Infirst Healthcare Ltd owed the company £Nil (2019: £4,002).

During the year the company made sales to Health Clinics Limited a subsidiary of Biocopea Limited of £49,713 (2019: £50,421). At the balance sheet date Health Clinics Limited owed the company £1,363,350 (2019: £1,035,050).

During the year the company made sales to its subsidiary Imutex Limited of £156,243 (2019: £928,617). At the balance sheet date Imutex Limited owed the company £71,904 (2019: £455,223).