Caseware UK (AP4) 2022.0.179 2022.0.179 2023-04-30355541621518281650202210719205707244322774203225720133547642023-04-302022-05-01false720.190.19 13354764 2023-04-30 13354764 2022-05-01 2023-04-30 13354764 4 2022-05-01 2023-04-30 13354764 2021-04-23 2022-04-30 13354764 2022-04-30 13354764 2021-04-23 13354764 d:Director1 2022-05-01 2023-04-30 13354764 d:Director2 2022-05-01 2023-04-30 13354764 d:Director4 2022-05-01 2023-04-30 13354764 d:Director5 2022-05-01 2023-04-30 13354764 d:Director6 2022-05-01 2023-04-30 13354764 d:Director6 2023-04-30 13354764 d:RegisteredOffice 2022-05-01 2023-04-30 13354764 e:ComputerEquipment 2022-05-01 2023-04-30 13354764 e:ComputerEquipment 2021-04-23 2022-04-30 13354764 e:ComputerEquipment 2023-04-30 13354764 e:ComputerEquipment 2022-04-30 13354764 e:OtherPropertyPlantEquipment 2022-05-01 2023-04-30 13354764 e:OtherPropertyPlantEquipment 2021-04-23 2022-04-30 13354764 e:OtherPropertyPlantEquipment 2023-04-30 13354764 e:OtherPropertyPlantEquipment 2022-04-30 13354764 e:CurrentFinancialInstruments 2023-04-30 13354764 e:CurrentFinancialInstruments 2022-04-30 13354764 e:ShareCapital 2022-05-01 2023-04-30 13354764 e:ShareCapital 2023-04-30 13354764 e:ShareCapital 2021-04-23 2022-04-30 13354764 e:ShareCapital 2022-04-30 13354764 e:OtherMiscellaneousReserve 2022-05-01 2023-04-30 13354764 e:OtherMiscellaneousReserve 4 2022-05-01 2023-04-30 13354764 e:OtherMiscellaneousReserve 2023-04-30 13354764 e:OtherMiscellaneousReserve 2021-04-23 2022-04-30 13354764 e:OtherMiscellaneousReserve 2022-04-30 13354764 e:RetainedEarningsAccumulatedLosses 2022-05-01 2023-04-30 13354764 e:RetainedEarningsAccumulatedLosses 4 2022-05-01 2023-04-30 13354764 e:RetainedEarningsAccumulatedLosses 2023-04-30 13354764 e:RetainedEarningsAccumulatedLosses 2021-04-23 2022-04-30 13354764 e:RetainedEarningsAccumulatedLosses 2022-04-30 13354764 d:OrdinaryShareClass1 2022-05-01 2023-04-30 13354764 d:OrdinaryShareClass1 2023-04-30 13354764 d:OrdinaryShareClass1 2022-04-30 13354764 d:OrdinaryShareClass2 2022-05-01 2023-04-30 13354764 d:OrdinaryShareClass2 2021-04-23 2022-04-30 13354764 d:OrdinaryShareClass2 2023-04-30 13354764 d:OrdinaryShareClass2 2022-04-30 13354764 d:FullIFRS 2022-05-01 2023-04-30 13354764 d:Audited 2022-05-01 2023-04-30 13354764 d:FullAccounts 2022-05-01 2023-04-30 13354764 d:PrivateLimitedCompanyLtd 2022-05-01 2023-04-30 13354764 e:ContinuingOperations 2022-05-01 2023-04-30 13354764 e:ContinuingOperations 2021-04-23 2022-04-30 13354764 1 2022-05-01 2023-04-30 13354764 11 2022-05-01 2023-04-30 13354764 d:OrdinaryShareClass2 2021-04-23 13354764 18 2022-05-01 2023-04-30 13354764 e:ShareCapital 3 2022-05-01 2023-04-30 13354764 33 2022-05-01 2023-04-30 13354764 e:CurrentFinancialInstruments e:ValueBeforeAllowanceForImpairmentLoss 2023-04-30 13354764 e:CurrentFinancialInstruments e:ValueBeforeAllowanceForImpairmentLoss 2022-04-30 iso4217:GBP xbrli:pure xbrli:shares

Registered number: 13354764









EPITOPEA LIMITED









FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 APRIL 2023

 
EPITOPEA LIMITED
 
 
 
COMPANY INFORMATION


 
DIRECTORS
Dr M L Anstey 
Dr J D Moore 
M Pesant 
L Rulleau 
Dr S Jindal 




REGISTERED NUMBER
13354764



REGISTERED OFFICE
Salisbury House
Station Road

Cambridge

CB1 2LA




INDEPENDENT AUDITORS
Peters Elworthy & Moore
Chartered Accountants & Statutory Auditors

Salisbury House

Station Road

Cambridge

CB1 2LA





 
EPITOPEA LIMITED
 
 
 
CONTENTS



Page
Directors' Report
 
1 - 2
Independent Auditors' Report
 
3 - 6
Statement of Profit or Loss and Other Comprehensive Income
 
7
Statement of Financial Position
 
8 - 9
Statement of Changes in Equity
 
10
Statement of Cash Flows
 
11
Notes to the Financial Statements
 
12 - 26

 
EPITOPEA LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 APRIL 2023

The directors present their report and the financial statements for the period ended 30 April 2023.

PRINCIPAL ACTIVITY

The Company's principal activity is research and experimental development on biotechnology.

DIRECTORS

The directors who served during the period were:

Dr M L Anstey 
Dr J D Moore 
M Pesant 
L Rulleau
Dr R B Parekh (Resigned 13 March 2023)
 
Dr S Jindal (appointed 14 March 2023)

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Directors' Report and the financial statements, in accordance with applicable law.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

Under company law the directors must not approve the financial statements 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 the financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

QUALIFYING THIRD PARTY INDEMNITY PROVISION
All directors benefited from qualifying indemnity provisions during the financial year and at the date of this report.

Page 1

 
EPITOPEA LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2023

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

SMALL COMPANIES' EXEMPTION NOTE

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

AUDITORS

The auditorsPeters Elworthy & Moorewill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Dr J D Moore
Director

Date: 10 November 2023
Page 2

 
EPITOPEA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EPITOPEA LIMITED
 

OPINION


We have audited the financial statements of Epitopea Limited for the period ended 30 April 2023 which comprise the Statement of Profit or Loss and Other Comprehensive Incomethe Statement of Financial Positionthe Statement of Cash Flowsthe Statement of Changes in Equity and the related notes, including a summary of significant accounting policies set out on pages 12 - 16. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 30 April 2023 and of its loss for the period then ended;

have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and

have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


We draw attention to note 2.4 in the financial statements, which indicates that the company will require additional funding in order to continue as a going concern. These events or conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.



OTHER INFORMATION


The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon.  The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 

We have nothing to report in this regard.

Page 3

 
EPITOPEA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EPITOPEA LIMITED (CONTINUED)


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006


In our opinion, based on the work undertaken in the course of the audit: 

the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Directors' Report has been prepared in accordance with applicable legal requirements.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the  or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of  remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.
the directors were not entitled to take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


RESPONSIBILITIES OF DIRECTORS

As explained more fully in the  responsibilities statement on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:



Page 4

 
EPITOPEA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EPITOPEA LIMITED (CONTINUED)


Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
 
we identified the laws and regulations applicable to the Company through discussions with management and  from our commercial knowledge and experience of research and development companies;

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements, including IFRS, the Companies Act 2006 and relevant taxation legislation, or the operations of the Company including employment matters and health and safety;
 
we obtained an understanding of the Company’s policies and procedures on compliance with laws and regulations, including documentation of any instances of non-compliance;
 
we assessed the extent of compliance with the laws and regulations identified above through making  enquiries of management and inspecting correspondence available; and
 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
 
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of fraud through management bias and override of controls. In addressing the risk of fraud through management override of controls we:
 
tested the appropriateness of journal entries and other adjustments;

designed procedures to identify unexpected and unusual journal entries and performed testing to confirm the validity of such postings;

assessed whether the significant accounting judgements and estimates made in the financial statements were indicative of potential bias; and

evaluated the business rationale of any significant transactions that were unusual or outside the normal course of business.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
 
reading the minutes of meetings of those charged with governance; and
 
enquiring of management as to actual and potential litigation and claims
 
Page 5

 
EPITOPEA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EPITOPEA LIMITED (CONTINUED)


AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if
any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they
may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

USE OF OUR REPORT

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 auditors' 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.






 
 
James Burrett (Senior Statutory Auditor)
  
for and on behalf of
Peters Elworthy & Moore
 
Chartered Accountants
Statutory Auditors
  
Salisbury House
Station Road
Cambridge
CB1 2LA

22 November 2023
Page 6

 
EPITOPEA LIMITED
 
 
 
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 APRIL 2023


30 April
Period ended
30 April
2023
2022
Note
£
£

  

Revenue
  
203,625
35,445

Administrative expenses
  
(2,100,921)
(1,220,326)

LOSS FROM OPERATIONS
  
(1,897,296)
(1,184,881)

Finance expense
  
(246,563)
(70,057)

LOSS BEFORE TAX
  
(2,143,859)
(1,254,938)

Tax credit
 6 
366,151
179,024


TOTAL COMPREHENSIVE INCOME
  
(1,777,708)
(1,075,914)

The notes on pages 12 to 26 form part of these financial statements.

Page 7

 
EPITOPEA LIMITED
REGISTERED NUMBER: 13354764
 
 
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023


2023
2022
Note
£
£

Assets

NON-CURRENT ASSETS
  

Property, plant and equipment
 7 
29,134
4,135

TOTAL NON-CURRENT ASSETS
  
29,134
4,135

  CURRENT ASSETS
  

Trade and other receivables
 8 
535,759
344,512

Cash and cash equivalents
  
753,020
810,831

TOTAL CURRENT ASSETS
  
1,288,779
1,155,343

TOTAL ASSETS

  

1,317,913
1,159,478

Liabilities

CURRENT LIABILITIES
  

Trade and other liabilities
 9 
96,115
47,873

Loans and borrowings
 10 
4,020,999
2,186,845

TOTAL CURRENT LIABILITIES
  
4,117,114
2,234,718

TOTAL LIABILITIES
  
4,117,114
2,234,718

NET LIABILITIES
  
(2,799,201)
(1,075,240)


ISSUED CAPITAL AND RESERVES
  

Share capital
 11 
825
674

Other reserves
  
53,596
-

Retained earnings
  
(2,853,622)
(1,075,914)

TOTAL EQUITY
  
(2,799,201)
(1,075,240)

Page 8

 
EPITOPEA LIMITED
REGISTERED NUMBER: 13354764
 
 
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 APRIL 2023


The financial statements on pages 7 to 26 were approved and authorised for issue by the board of directors and were signed on its behalf by:




Dr J D Moore
Director

Date: 10 November 2023

The notes on pages 12 to 26 form part of these financial statements.

Page 9

 
EPITOPEA LIMITED

 
 
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2023



Share capital
Other reserves
Retained earnings
Total equity


£
£
£
£

Loss for the period
-
-
(1,075,914)
(1,075,914)

Total comprehensive income for the period
-
-
(1,075,914)
(1,075,914)

Issue of share capital
674
-
-
674

Total contributions by and distributions to owners
674
-
-
674

At 30 April 2022
674
-
(1,075,914)
(1,075,240)

At 1 May 2022
674
-
(1,075,914)
(1,075,240)

Loss for the period
-
-
(1,777,708)
(1,777,708)

Total comprehensive income for the period
-
-
(1,777,708)
(1,777,708)

Issue of share capital
151
-
-
151

Share option charge movement
-
53,596
-
53,596

Total contributions by and distributions to owners
151
53,596
-
53,747

At 30 April 2023
825
53,596
(2,853,622)
(2,799,201)

The notes on pages 12 to 26 form part of these financial statements.

Page 10

 
EPITOPEA LIMITED

 
 
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 APRIL 2023


2023
2022
Note
£
£

CASH FLOWS FROM OPERATING ACTIVITIES
  

Loss for the period
  
(1,777,708)
(1,075,914)

ADJUSTMENTS FOR
  

Depreciation of property, plant and equipment
 7 
7,026
470

Finance expense
  
246,563
70,057

Share-based payment expense
  
53,596
-

Income tax expense/(receipt)
 6 
(366,151)
(179,024)

  
(1,836,674)
(1,184,411)

MOVEMENTS IN WORKING CAPITAL:
  

Increase in trade and other receivables
  
(4,120)
(165,488)

Decrease in other assets
  
1,587,591
2,116,788

Increase in trade and other payables
  
48,242
47,873

CASH GENERATED FROM OPERATIONS
  
(204,961)
814,762

  

Income taxes paid
  
179,024
-

NET CASH (USED IN)/FROM OPERATING ACTIVITIES

  
(25,937)
814,762

CASH FLOWS FROM INVESTING ACTIVITIES
  

Purchases of property, plant and equipment
  
(32,025)
(4,605)

NET CASH USED IN INVESTING ACTIVITIES

  
(32,025)
(4,605)

CASH FLOWS FROM FINANCING ACTIVITIES
  

Issue of ordinary shares
  
151
674

NET CASH FROM FINANCING ACTIVITIES
  
151
674

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
  
(57,811)
810,831

  

Cash and cash equivalents at the beginning of period
  
810,831
-

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
  
753,020
810,831

The notes on pages 12 to 26 form part of these financial statements.

Page 11

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

1.


REPORTING ENTITY

Epitopea Limited (the 'Company') is a limited company incorporated in England and Wales. The Company's registered office is at Salisbury House, Station Road, Cambridge, CB1 2LASalisbury House, Station Road, Cambridge, CB1 2LA. The nature of the Company's operations and principal activities are set out in the Directors' Report on pages 3 to 4.


2.ACCOUNTING POLICIES


2.1

Basis of preparation and measurement

The financial statement have been prepared in accordance with International Financial Reporting
Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively
IFRSs). 
In preparing these financial statement, management has made judgements, estimates and assumptions
that affect the application of the Company accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are
recognised prospectively.
The areas where judgements and estimates have been made in preparing the financial statement and
their effects are disclosed in note 3.
The financial statements have been prepared on the historical cost basis.


2.2

Changes in accounting policies

i) NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS EFFECTIVE FROM 23 APRIL
2021
The following tables summarise the impacts of adopting new accounting standards on the Company's
financial statements.
International Accounting Standard (IAS/IFRS)                                               Effective Date
Amendments to:
IFRS 16 COVID-19 Related Rent Concessions                                                   23 April 2021
This amendment has not had a material impact on the Company in the current year.
ii) NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS NOT YET EFFECTIVE
The following new standards, interpretations and amendments, which are not yet effective and have not
been adopted early in these financial statements, will or may have an effect on the Company's future
financial statements:
International Accounting Standard (IAS/IFRS)                                               Effective Date
Amendments to:
IAS 1 'Presentation of Financial Statements' - Classification of Liabilities            1 January 2023

Page 12

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

2.ACCOUNTING POLICIES (CONTINUED)


2.3

Functional and presentation currency

These financial statements are presented in GB Pound Sterling, which is the Company's functional
currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.


2.4

Going concern

Management are confident based upon forecasts that the company has adequate resources to continue in operational existence for the foreseeable future being a period of no less than 12 months from the date of approval of these financial statements. To continue at current expenditure levels a further funding round is required, should this take longer than expected then the company is able to reduce costs accordingly. They continue to adopt the going concern basis of accounting in preparing the financial statements.


2.5

Research and Development

Research and development expenditure is written off in the year in which it is incurred.

  
2.6

Defined contribution schemes

Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the period to which they relate.

  
2.7

Employee benefits


Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.

Page 13

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

2.ACCOUNTING POLICIES (CONTINUED)


2.8

Share Based Payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to vest at each balance sheet date
so that, ultimately, the cumulative amount recognised over the vesting period is based on the number
of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
The share based payment charge in the Company accounts is based only on those option holders employed directly by the Company.

 
2.9

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.


(i) Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Page 14

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

2.ACCOUNTING POLICIES (CONTINUED)


2.9
Taxation (CONTINUED)


(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 
2.10

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:

Computer equipment
3 years straight line
Other property, plant and equipment
5 years straight line


2.11

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Page 15

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

2.ACCOUNTING POLICIES (CONTINUED)

 
2.12

Financial instruments

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.


3.


ACCOUNTING ESTIMATES AND JUDGEMENTS

3.1 JUDGEMENT

Capitalised development costs

Determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. In particular, the point at which development costs meet the criteria for capitalisation is critically dependent on management’s judgement of the probability and measurability of future economic benefits. No development costs have been capitalised during the period ended 30 April 2023.


3.2 ESTIMATES AND ASSUMPTIONS

Useful economic lives of non-current assets

The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of assets. The useful economic lives and residual values are assessed annually. They are amended when necessary to reflect current estimates, based on technological advancements, future investments, economic utilisation and the physical condition of the assets. No development costs have been amortised during the period ended 30 April 2023.

Page 16

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

4.


EMPLOYEE BENEFITS EXPENSES

30 April
Period ended
30 April
2023
2022
£
£

EMPLOYEE BENEFIT EXPENSES (INCLUDING DIRECTORS) COMPRISE:

Wages and salaries
610,477
81,951

National insurance
41,501
425

Defined contribution pension cost
48,206
7,894

700,184
90,270

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company.


30 April
Period ended
30 April
2023
2022
£
£


Salary
236,925
66,903

National Insurance
32,894
3,205

Pension costs
20,655
6,690

290,474
76,798

The monthly average number of persons, including the directors, employed by the Company during the period was as follows:


30 April
Period ended
30 April
2023
2022
No.
No.

Employees
7
2

Page 17

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

5.


DIRECTORS' REMUNERATION

2023
2022
£
£


Directors' emoluments
236,925
66,903

Company contributions to pension schemes
20,655
6,690

Amounts receivable under long-term incentive schemes
47,500
-

305,080
73,593


During the period1 director (2022 - 0 directors) received shares under long-term incentive schemes.

Page 18

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

6.


TAX EXPENSE

6.1 INCOME TAX RECOGNISED IN PROFIT OR LOSS



30 April
Period ended
30 April
2023
2022
£
£

CURRENT TAX

Current tax on profits for the period
(366,151)
(179,024)


DEFERRED TAX EXPENSE

Adjustments in respect of prior years
-
-


(366,151)
(179,024)

The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:


30 April
Period ended
30 April
2023
2022
£
£


Loss for the period
(1,777,708)
(1,075,914)

Income tax credit/expense (including income tax on associate, joint venture and discontinued operations)
(366,151)
(179,024)

LOSS BEFORE INCOME TAXES
(2,143,859)
(1,254,938)


Tax using the Company's domestic tax rate of 19% (2022:19%)
(407,333)
(238,438)

Dividends from UK companies
(246,563)
(77,031)

Unrelieved tax losses carried forward
462,807
49,649

Other differences leading to an increase/(decrease) in the tax charge
(175,062)
86,796

TOTAL TAX EXPENSE
(366,151)
(179,024)

CHANGES IN TAX RATES AND FACTORS AFFECTING THE FUTURE TAX CHARGES

Any closing deferred tax assets and liabilities would be calculated at 25% in accordance with the rates
enacted at the Statement of Financial Position date. The Finance Act 2021, which announced the
upcoming rise in headline rates of corporation tax to 25% from 1 April 2023, was substantively enacted on
24 May 2021.
The Company has unrelieved trading losses estimated at £1,242,808 which remain available to offset
against future taxable trading profits. No deferred tax asset has been recognised in respect of the tax
losses or other timing differences due to uncertainty over the timing of their recovery.

Page 19

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

7.


PROPERTY, PLANT AND EQUIPMENT





Computer equipment
Other property, plant and equipment
Total

£
£
£



Cost or valuation





Additions
4,605
-
4,605



At 30 April 2022
4,605
-
4,605


Additions
8,958
23,067
32,025



At 30 April 2023
13,563
23,067
36,630


Computer equipment
Other property, plant and equipment
Total

£
£
£



ACCUMULATED DEPRECIATION AND IMPAIRMENT





Charge owned for the period
470
-
470



At 30 April 2022
470
-
470


Charge owned for the period
3,950
3,076
7,026



At 30 April 2023
4,420
3,076
7,496



Net book value


At 30 April 2022
4,135
-
4,135


At 30 April 2023
9,143
19,991
29,134

Page 20

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

8.


TRADE AND OTHER RECEIVABLES


2023
2022
£
£


CURRENT

Trade receivables
15,504
35,445

Prepayments and accrued income
74,522
60,866

Tax recoverable
366,151
179,024

Other receivables
79,582
69,177

TOTAL CURRENT TRADE AND OTHER RECEIVABLES
535,759
344,512

The carrying value of trade and other receivables classified as loans and receivables approximates fair value.


9.


TRADE AND OTHER PAYABLES


2023
2022
£
£


CURRENT

Trade payables
46,912
23,536

Other payables
7,637
3,067

Accruals
26,101
17,028

Taxation and social security
15,465
4,242

TOTAL CURRENT TRADE AND OTHER PAYABLES
96,115
47,873

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

Page 21

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

10.


LOANS AND BORROWINGS

2023
2022
£
£

CURRENT

Redeemable preference shares
4,020,999
2,186,845

TOTAL LOANS AND BORROWINGS
4,020,999
2,186,845

Loans relate to 3,704,379 redeemable preference shares classified as liabilities. These redeemable preference shares carry the option to convert 8 years after the date of adoption, 11 November 2021 and incurs a fixed cumulative preferential dividends of 8% per annum.

11.


SHARE CAPITAL

Issued and fully paid


2023
2023
2022
2022
Number
£
Number
£

ORDINARY SHARES OF £0.0001 each

AT 1 MAY AND 30 APRIL
1,637,500

164

1,637,500
 
164
 

2023
2023
2022
2022
Number
£
Number
£

VOTING SHARES OF £0.0001 each

At 1 May

5,101,000

510

-
 
-
 
Shares issued

1,508,250

151

5,101,000
 
510
 
AT 30 APRIL
6,609,250

661

5,101,000
 
510
 


12.


RESERVES


Retained earnings

Retained earnings includes all current and previous period retained profits and accumulated losses.

Page 22

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

13.

FINANCIAL RISK MANAGEMENT


2023
2022

£'000
£'000


Financial assets measured at amortised cost:

Trade and other receivables
15,504
35,445

Cash and cash equivalents
753,020
810,831

768,524
846,276


Financial liabilities measured at amortised cost:

Lease obligation
-
-

Trade and other payables
80,650
43,631

 80,650
 43,631

FINANCIAL RISK FACTORS
LIQUIDITY RISK
Liquidity risk is the risk that the Company will encounter difficulty in meeting its short term obligations associated with financial liabilities.
Liquidity needs are monitored by the Company to ensure it has sufficient funds to meet its liabilities when due, under normal and unexpected conditions, without incurring unacceptable losses.
INTEREST RATE RISK
Interest rate risk is the risk that changes in market interest rates will cause fluctuations to the fair values and cash flows of the Company's financial instruments.
The Company only has minimal exposure to changes in market interest rates as it does not hold significant funds in bank accounts, or have significant external borrowings, which are subject to variable interest rates.
CURRENCY RISK
Currency risk is the risk that changes in foreign exchange rates will cause fluctuations to the fair values of the Company's financial instrument holdings that are denominated in a currency other than the functional currency in which they are measured.
The Company is not significantly exposed to currency risk as it does not regularly transact in foreign currencies and therefore there is not considered a need to hedge anticipated cash flows. As the Company's international exposure increases the directors will continue to monitor any change in its exposure to foreign currencies and will consider implementing appropriate risk management strategies.
 
CREDIT RISK
Credit risk is currently minimal as the business is in its pre-revenue stage with minimal other receivables.


Page 23

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

14.


CAPITAL MANAGEMENT

The Company's capital management objectives are to ensure the Company's ability to continue as a going concern and to provide adequate return to shareholders by balancing its trading performance with continuing investment to fund its activities and product development.

The Company considers capital to be shareholders' equity as shown in the Statement of Financial Position, as the Company is primarily funded by equity finance. To maintain or adjust the capital structure the Company may return capital to shareholders and issue new shares.

The Company is not subject to any externally imposed capital requirements.

Page 24

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

15.

SHARE-BASED PAYMENTS

As at 30 April 2023,there were three share option programmes in operation with distinct vesting conditions:
        (i)         EMI scheme, under which options vest over a period of 4 years' service; and  
        (ii)        Non-tax advantaged scheme, with a term of 4 years; and
        (iii)       Unapproved scheme, which vest over a period of 4 years on the occurrence of a sale, 
                    reconstruction, or compulsory acquisition event.
The fair value of services received in return for the share options granted is based on the fair value of the share options granted measured using the Black-Scholes model.
The following inputs were used in the measurement of the fair values at grant date of the share based payment plans:


Option Grant Year
2023
2023
2023

Plan type
EMI
Non-tax advantaged
Unapproved

Fair value at grant date
0.20p
0.089p
0.089p

Share price at grant date
0.0001p
0.0001p
0.0001p

Exercise price
0.20p
0.20p
0.20p

Time to maturity (years)
4
4
4

Risk-free interest rate
5%
5%
5%

Annualised volatility
50%
50%
50%



2023
2022

Number
Weighted average exercise price
Number
Weighted average exercise price

Balance at 1 May 
-
-

Granted during the year
952,500
0.0001p
-

Forfeited/lapsed during the year
-
-

Exercised during the year
-
-

Balance at 30 April
952,500
0.0001p
-

The total expense recognised in the period from share-based payment transactions was £53,588.
The weighted average remaining contractual lives of the outstanding options is 2.9 years.
Out of the 952,500 outstanding options 222,656 were exercisable at the year end.


Page 25

 
EPITOPEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2023

16.


RELATED PARTY TRANSACTIONS

During the period, the company made purchases of £24,323 to Epitopea, Inc, a connected company by virtue of common control. At the period end, a balance of £1,697 was due to Epitopea, Inc held within trade payables. Also during the period, the company made recharges of £203,625 to Epitopea, Inc. At the period end, a balance of £15,504 was due from Epitopea, Inc held within trade receivables.


17.


CONTROLLING PARTY

The company does not have an ultimate controlling party as no shareholder holds a majority shareholding.

Page 26