Company registration number 04390014 (England and Wales)
Helperby Therapeutics Limited
Financial Statements
For the year ended 31 December 2022
PAGES FOR FILING WITH REGISTRAR
Helperby Therapeutics Limited
Contents
Page
Balance sheet
1
Notes to the financial statements
3 - 8
Helperby Therapeutics Limited
Balance Sheet
As at 31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
5
142
565
Current assets
Debtors
6
58,505
47,190
Cash at bank and in hand
16,413
59,237
74,918
106,427
Creditors: amounts falling due within one year
7
(22,631,292)
(21,945,360)
Net current liabilities
(22,556,374)
(21,838,933)
Net liabilities
(22,556,232)
(21,838,368)
Capital and reserves
Called up share capital
9
137,116
137,116
Share premium account
1,713,114
1,713,114
Capital redemption reserve
183,515
183,515
Profit and loss reserves
(24,589,977)
(23,872,113)
Total equity
(22,556,232)
(21,838,368)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 13 November 2023 and are signed on its behalf by:
J H J Phipson
Director
Company Registration No. 04390014
Helperby Therapeutics Limited
Statement of Changes in Equity
For the year ended 31 December 2022
- 2 -
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2021
137,116
1,713,114
183,515
(23,371,029)
(21,337,284)
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
-
(501,084)
(501,084)
Balance at 31 December 2021
137,116
1,713,114
183,515
(23,872,113)
(21,838,368)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(717,864)
(717,864)
Balance at 31 December 2022
137,116
1,713,114
183,515
(24,589,977)
(22,556,232)
Helperby Therapeutics Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 3 -
1
Accounting policies
Company information
Helperby Therapeutics Limited is a private company limited by shares incorporated in England and Wales. The registered office is 66 Lincoln's Inn Fields, London, WC2A 3LH.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
As at 31 December 2022 the company had net liabilities of £22,312,044 (2021 - £21,670,788). The group's principal activity is developing intellectual property ("IP"). This IP is still in the research phase and the group will therefore continue to generate losses for the foreseeable future. Helperby Therapeutics Group Limited "Group", the parent and ultimate controlling party, has confirmed its intention to provide such financial support as is necessary to the company as to enable both to meet its liabilities as they fall due and carry on its business without a significant curtailment in operations until a date at least twelve months from the date of approval of these financial statements.true
The company meets its day to day working capital requirements through loans from its parent undertaking. As at 31 December 2022, the amount due to the parent included in creditors was £19,160,667 (2021 - £18,524,874).
As such the directors have a reasonable expectation that the group has adequate resources, which includes undrawn facilities underwritten by a director and shareholder, to continue in operational existence for the foreseeable future. Although this expectation is reasonable the long term reliance on external funding coupled with the limited clinical trials activity in the year ended 31 December 2022 does give rise to a level of uncertainty, and the going concern status of the company is contingent on the receipt of said funding.
1.3
Research and development expenditure
Research and development expenditure is written off against profits in the year in which it is incurred.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
15% reducing balance
Computers
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Helperby Therapeutics Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 4 -
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows 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 which the estimates of future cash flows have not been adjusted.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 and Section 12 of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present fair value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Basic financial liabilities
Basic financial liabilities, which include trade and other payables and bank loans, are initially measured at transaction price and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present fair value of the future receipts discounted at a market rate of interest.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Helperby Therapeutics Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 5 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and 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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option- pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
1.12
Grants received
Grants are credited to deferred revenue. Grants towards capital expenditure are released to the profit and loss account over the expected useful life of the assets. Grants toward revenue expenditure are released to the profit and loss account as the related expenditure is incurred.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Recognition of research and development tax relief
Corporation tax relief in respect of research and development tax credit is included in the income statement on the basis of the amount that the directors expect to receive in respect of the research and development expenditure incurred during the year. The balance at the year end is disclosed in debtors.
Helperby Therapeutics Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
- 6 -
3
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group
19,400
18,899
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
2
2
5
Tangible fixed assets
Plant and equipment
Computers
Total
£
£
£
Cost
At 1 January 2022 and 31 December 2022
5,600
10,328
15,928
Depreciation and impairment
At 1 January 2022
5,600
9,763
15,363
Depreciation charged in the year
423
423
At 31 December 2022
5,600
10,186
15,786
Carrying amount
At 31 December 2022
142
142
At 31 December 2021
565
565
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Corporation tax recoverable
13,550
16,676
Other debtors
44,955
30,514
58,505
47,190
Helperby Therapeutics Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
- 7 -
7
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
129,335
155,801
Amounts owed to group undertakings
22,027,626
21,315,213
Taxation and social security
685
700
Other creditors
473,646
473,646
22,631,292
21,945,360
8
Share-based payment transactions
Liabilities and expenses
During the year consultancy services with a value of £76,608 (2021 - £167,580) were provided to Helperby Therapeutics Limited in exchange for the right to shares in Helperby Therapeutics Group Limited. The transactions have been recognised in the financial statements of both entities in accordance with section 26 of FRS 102.
9
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
'A' Ordinary shares of 10p each
1,045,656
1,045,656
104,566
104,566
'B' Ordinary shares of 10p each
250,000
250,000
25,000
25,000
'C' Ordinary shares of 10p each
75,000
75,000
7,500
7,500
'D' Ordinary shares of 10p each
500
500
50
50
1,371,156
1,371,156
137,116
137,116
The 'D' Shareholders are entitled to such number of votes as will be calculated using the following equation, (X/.96)-X, where X equals the aggregate number of ordinary share that are in issue at the time of the vote, rounded up to the nearest whole number. The other ordinary shareholders are entitles to one vote for each share held.
The 'D' shareholders are entitled to receive 4% of any dividend paid, with the remaining 96% paid to the other ordinary shareholders in proportion to their shareholding.
On return of capital, firstly the Intellectual Property Rights held by the company will be assigned to the 'D' shareholders; secondly 4% of the remaining surplus assets will be paid to the 'D' shareholders; and finally,the balance of surplus assets will be paid to the remaining shareholders in proportion to the shares they hold.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Luke Parker ACA
Statutory Auditor:
Gilberts Chartered Accountants
Helperby Therapeutics Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
- 8 -
11
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Name of related party
Nature of relationship
Director and shareholder of parent
Director and shareholder of parent
Entities with control, joint control or significant influence over the company
Company with a director in common
Description of
Income
Payments
transaction
2022
2021
2022
2021
£
£
£
£
Director and shareholder of parent
Fees and wages
11,475
9,900
Entities with control, joint control or significant influence over the company
Professional services
171,289
160,977
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2022
2021
2022
2021
£
£
£
£
Entities with control, joint control or significant influence over the company
75
Key management personnel
454,582
449,500
The company has taken advantage of the exemption available in FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.
12
Parent company
The immediate and ultimate parent company is Helperby Therapeutics Group Limited, a company incorporated in the United Kingdom whose registered office is 66 Lincoln's Inn Fields, London, WC2A 3 LH. In the opinions of the directors there is no ultimate controlling party.
The consolidated accounts of the parent company are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.
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