Peptcell Ltd - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 04983543 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

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

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:

TC Group

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

FIXED ASSETS

Intangible assets

4

178,134

196,115

Tangible assets

5

2,774

3,699

Investments

6

4,578,116

5,878,116

4,759,024

6,077,930

CURRENT ASSETS

Debtors

7

828,208

1,589,882

Cash at bank and in hand

179,598

594,579

1,007,806

2,184,461

CREDITORS

Amounts falling due within one year

8

2,297,364

2,915,027

NET CURRENT LIABILITIES

(1,289,558

)

(730,566

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,469,466

5,347,364

CAPITAL AND RESERVES

Called up share capital

10

2,193

2,029

Share premium

5,788,789

5,415,788

Retained earnings

(2,321,516

)

(70,453

)

3,469,466

5,347,364

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 14 September 2023 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 functional and presentational currency of the company is Great British Pounds.

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 if the assets based on the higher of value in use and fair value less costs of disposal. The estimates used in these calculations are considered significant, highly sensitive and depend on assumptions specific to the nature of the Company's activities. 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.

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. The nature of the company's activities is such that they have sufficient control of the cost base, although the need for continued investment adds complexity to the forecasting process both in terms of quantum and timing of such investments.

Having made these considerations, the directors believe the forecasts to be a reasonable expectation of the company's future financial position and performance. It should be noted the additional commercial options, noted previously, being explored by the company will be integral in supporting these underlying assumptions and considerations.

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 current economic conditions 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 10 (2021 - 11 ) .

4.	INTANGIBLE FIXED ASSETS

Patents

and

Intellectual

licences

Property

Totals

£

£

£

COST

At 1 January 2022

and 31 December 2022

768,871

24,624

793,495

AMORTISATION

At 1 January 2022

572,756

24,624

597,380

Amortisation for year

17,981

-

17,981

At 31 December 2022

590,737

24,624

615,361

NET BOOK VALUE

At 31 December 2022

178,134

-

178,134

At 31 December 2021

196,115

-

196,115

5.	TANGIBLE FIXED ASSETS

Computer

and

laboratory

equipment

£

COST

At 1 January 2022

and 31 December 2022

61,129

DEPRECIATION

At 1 January 2022

57,430

Charge for year

925

At 31 December 2022

58,355

NET BOOK VALUE

At 31 December 2022

2,774

At 31 December 2021

3,699

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2022

5,878,116

Impairments

(1,300,000

)

At 31 December 2022

4,578,116

NET BOOK VALUE

At 31 December 2022

4,578,116

At 31 December 2021

5,878,116

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

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

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

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

29.02

ConserV Bioscience Ltd

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

Nature of business: Vaccine development

%

Class of shares:

holding

Ordinary A shares £1 each

100.00

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

2022

2021

£

£

Amounts owed by group undertakings

806,533

1,295,631

Other debtors

21,675

294,251

828,208

1,589,882

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Bank loans and overdrafts

1,500,000

2,000,000

Trade creditors

6,074

23,573

Taxation and social security

59,491

40,364

Other creditors

731,799

851,090

2,297,364

2,915,027

9.	SECURED DEBTS

The following secured debts are included within creditors:

2022

2021

£

£

Bank loans

1,500,000

2,000,000

At the year end, the bank CBILS loan of £1,500,000 is due for repayment on 28th February 2023. The loan is secured by way of debenture with fixed and floating charges over the property, assets and rights of Peptcell Limited.

Post year end, the bank CBILS loan was extended with a revised repayment date of 15 March 2024. There was no change to any other terms associated with the loan.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Nominal

31.12.22

31.12.21

Number:

Class:

value

£

£

47,175

Ordinary A shares

1p

472

472

38,379

Ordinary B shares

1p

384

384

20,119

Ordinary C shares

1p

201

201

47,824

Ordinary D shares

1p

478

478

8,128

Ordinary E shares

1p

81

81

17,767

Ordinary F shares

1p

178

178

1,000

Deferred

1p

10

10

39,016

Ordinary G shares

1p

390

226

2,194

2,030

The company may at its option at any time redeem all of the deferred shares then in issue as a price not exceeding £1 for all the deferred shares redeemed at any one time, upon giving the registered holders of such shares not less than 5 business days previous notice.

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

The Report of the Auditors was unqualified.

Antonia Aldridge-Brown FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

12.	RELATED PARTY DISCLOSURES

During the year the company made sales to InFirst Healthcare Ltd which was an associate of Biocopea Limited of £30,000 (2021: £7,500). At the balance sheet date Infirst Healthcare Ltd owed the company £54,248 (2021: £9,000l).

During the year the company made sales to Health Clinics Limited a subsidiary of Biocopea Limited of £Nil (2021: £3,184). At the balance sheet date the loan to Health Clinics Limited was impaired to £344,275 (2021: £1,127,650).

At the balance sheet date Imutex Limited owed the company £199,391 (2021: £157,898).

During the year the company made sales to Conserv Bioscience Limited a subsidiary of Imutex Limited of £80,519 (2021: £7,500). At the balance sheet date Conserv Bioscience Limited owed the company £208,619 (2021: £1,083).

13.	POST BALANCE SHEET EVENTS

Post year end, the bank CBILS loan due within one year was extended with a revised repayment date of 15 March 2024. There was no change to any other terms associated with the loan.

14.	ULTIMATE CONTROLLING PARTY

The directors deem there to be no ultimate controlling party.