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REGISTERED NUMBER: SC446246 (Scotland)















Unaudited Financial Statements for the Year Ended 31 March 2023

for

Ryboquin Company Ltd

Ryboquin Company Ltd (Registered number: SC446246)






Contents of the Financial Statements
for the Year Ended 31 March 2023




Page

Company Information 1

Statement of Financial Position 2

Notes to the Financial Statements 4


Ryboquin Company Ltd

Company Information
for the Year Ended 31 March 2023







DIRECTORS: M J Benson
A C Kirk
P Murray
Dr S P Newman
J D Lane





REGISTERED OFFICE: Ettrick Riverside
Dunsdale Road
Selkirk
Scottish Borders
TD7 5EB





REGISTERED NUMBER: SC446246 (Scotland)





ACCOUNTANTS: Douglas Home & Co Ltd
Chartered Accountants
47-49 The Square
Kelso
Roxburghshire
TD5 7HW

Ryboquin Company Ltd (Registered number: SC446246)

Statement of Financial Position
31 March 2023

31/3/23 31/3/22
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 1,060,182 1,178,587
Property, plant and equipment 5 - -
Investments 6 350,000 2,488,570
1,410,182 3,667,157

CURRENT ASSETS
Debtors 7 10,903 5,699
Cash at bank and in hand 25,988 16,068
36,891 21,767
CREDITORS
Amounts falling due within one year 8 187,733 176,320
NET CURRENT LIABILITIES (150,842 ) (154,553 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,259,340

3,512,604

CREDITORS
Amounts falling due after more than one
year

9

140,000

140,000
NET ASSETS 1,119,340 3,372,604

CAPITAL AND RESERVES
Called up share capital 5,504 5,504
Share premium 4,304,115 4,971,615
Equity reserve 5,112,194 4,235,694
Retained earnings (8,302,473 ) (5,840,209 )
1,119,340 3,372,604

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

Ryboquin Company Ltd (Registered number: SC446246)

Statement of Financial Position - continued
31 March 2023


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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 22 December 2023 and were signed on its behalf by:





J D Lane - Director


Ryboquin Company Ltd (Registered number: SC446246)

Notes to the Financial Statements
for the Year Ended 31 March 2023

1. STATUTORY INFORMATION

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

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.

Going concern
As a pre-revenue drug development company, Ryboquin Ltd continues to rely on equity investment to meet its on-going funding requirements. At March 2023 year end the company had insufficient cash to support itself for a period of at least 12 months from the date of signature of these financial statements.

The Directors have assessed the year end cash position of the company, and the scientific progress that has been made to date. The Directors are encouraged by their investment partners' support and are confident that the existing cash position is sufficient to meet forecast costs for a period of time that allows additional investment to be secured for the company. As such the directors have concluded that given the positive scientific progress made during the period, the strong relationship with their current investment partners and their likely participation and support in securing new funding moving forward, it is appropriate to continue to adopt the going concern basis of accounting for the preparation of these annual accounts.

Turnover
Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will follow to the entity and the fair value of the asset can be measured reliably.

Amortistation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:

Patents & licenses 10 years

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 50% on cost

Ryboquin Company Ltd (Registered number: SC446246)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' 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 measured at transaction price including transaction costs.

Basic financial liabilities
Basic financial liabilities, including creditors are recognised at transaction price.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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 statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Research and development
Research expenditure is written off against profits in the year in which it is incurred. Identifiable
development expenditure is capitalised to the extent that the technical, commercial and financial feasibility
can be demonstrated.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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 operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Ryboquin Company Ltd (Registered number: SC446246)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

2. ACCOUNTING POLICIES - continued

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 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.

When the terms and conditions of equity-settled share-based payments at the time they were granted are
subsequently modified, the fair value of the share-based payment under the original terms and conditions
and under the modified terms and conditions are both determined at the date of the modification. Any
excess of the modified fair value over the original fair value is recognised over the remaining vesting period
in addition to the grant date fair value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an
acceleration of vesting and the amount that would have been recognised over the remaining vesting period
is recognised immediately.

Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost andsubsequently measured at cost less any accumulated impairment losses. The investments are assessed
for impairment at each reporting date and any impairment losses or reversals of impairment losses are
recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company . Control is the power to govern the financial and
operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long term interest and where the company has significant influence. The company considers that it has
significant influence where it has the power to participate in the financial and operating decisions of the
associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement
are classified as jointly controlled entities .

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2022 - 3 ) .

Ryboquin Company Ltd (Registered number: SC446246)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

4. INTANGIBLE FIXED ASSETS
Other
intangible
assets
£   
COST
At 1 April 2022 1,925,937
Additions 84,867
At 31 March 2023 2,010,804
AMORTISATION
At 1 April 2022 747,350
Charge for year 203,272
At 31 March 2023 950,622
NET BOOK VALUE
At 31 March 2023 1,060,182
At 31 March 2022 1,178,587

5. PROPERTY, PLANT AND EQUIPMENT
Plant and
machinery
£   
COST
At 1 April 2022 33,257
Disposals (28,640 )
At 31 March 2023 4,617
DEPRECIATION
At 1 April 2022 33,257
Eliminated on disposal (28,640 )
At 31 March 2023 4,617
NET BOOK VALUE
At 31 March 2023 -
At 31 March 2022 -

Ryboquin Company Ltd (Registered number: SC446246)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

6. FIXED ASSET INVESTMENTS
Other
investments
£   
COST
At 1 April 2022 2,488,570
Impairments (2,138,570 )
At 31 March 2023 350,000
NET BOOK VALUE
At 31 March 2023 350,000
At 31 March 2022 2,488,570

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/3/23 31/3/22
£    £   
Other debtors 10,903 5,699

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/3/23 31/3/22
£    £   
Trade creditors 43,304 48,176
Taxation and social security 703 1,092
Other creditors 143,726 127,052
187,733 176,320

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31/3/23 31/3/22
£    £   
Trade creditors 140,000 140,000

The loan due to shareholders of £140,000 is accruing interest annually at 8%. The loan remains unpaid at
the year end and repayment has been extended to 31 March 2023.

10. POST BALANCE SHEET EVENTS

Ryboquin assigned all of it's intellectual property, both owned and licensed, to it's wholly owned subsidiary, Nanogenics Limited. Contemporaneously, n4 Pharma plc, an AIM listed biotech company invested £250,000 to fund a scientific development project in the field of opthalmology. In return for their investment, n4 acquired a 71.25% shareholding in Nanogenics, with Ryboquin retaining 23.75% and management 5%. This took place on 28 September 2023.

The investment held has been impaired to reflect these changes.