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REGISTERED NUMBER: 09287463 (England and Wales)










UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

REVITOPE LIMITED

REVITOPE LIMITED (REGISTERED NUMBER: 09287463)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 DECEMBER 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


REVITOPE LIMITED

COMPANY INFORMATION
for the Year Ended 31 DECEMBER 2023







DIRECTORS: Dr. A R Allen
Mr M R Clement
Dr R Mehta
Mr W Meier
Mr S J Arkinstall





REGISTERED OFFICE: Fiveways
57-59 Hatfield Road
Potters Bar
Hertfordshire
EN6 1HS





REGISTERED NUMBER: 09287463 (England and Wales)





ACCOUNTANTS: SRG Newmans Limited
Five Ways
57-59 Hatfield Road
Potters Bar
Hertfordshire
EN6 1HS

REVITOPE LIMITED (REGISTERED NUMBER: 09287463)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £   
CURRENT ASSETS
Debtors 4 52,406 797,731
Cash at bank 53,944 207,582
106,350 1,005,313
CREDITORS
Amounts falling due within one year 5 29,997,369 28,417,169
NET CURRENT LIABILITIES (29,891,019 ) (27,411,856 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(29,891,019

)

(27,411,856

)

CAPITAL AND RESERVES
Called up share capital 6,100 6,100
Share premium 1,822,001 1,822,001
Retained earnings (31,719,120 ) (29,239,957 )
SHAREHOLDERS' FUNDS (29,891,019 ) (27,411,856 )

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

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 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.

REVITOPE LIMITED (REGISTERED NUMBER: 09287463)

BALANCE SHEET - continued
31 DECEMBER 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 Statement Of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 16 April 2024 and were signed on its behalf by:





Mr M R Clement - Director


REVITOPE LIMITED (REGISTERED NUMBER: 09287463)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 DECEMBER 2023

1. STATUTORY INFORMATION

Revitope Limited 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 presentation currency of the financial statements is the Pound Sterling (£).


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. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going Concern
Notwithstanding the net liabilities on the balance sheet of £29.9m (2022: £27.4m), the Directors of Revitope Limited are satisfied that the accounts should be prepared on a going concern basis. They have received assurances from ROI: Revitope Oncology, Inc. (the ultimate parent company of Revitope Limited), that there are sufficient funds in place for at least 12 months from the signing of the accounts and that they will continue to support Revitope Limited for at least 12 months from the date of approval of these financial statements to enable the company to continue to trade.

Significant judgements and estimates
In the process of applying the Company’s accounting policies, management has made the following judgments, apart from those involving estimations, which have the most significant effect in the amounts recognised in the financial statements:

Management have considered it appropriate to apply the 'true and fair override' and depart from the requirements of the relevant Financial Reporting Framework. Further details are disclosed in turnover accounting policy below.

REVITOPE LIMITED (REGISTERED NUMBER: 09287463)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued

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

Revenue is generated from negotiated collaboration and license agreements. The timing and amount of revenue recognised from each licensee depends upon a variety of factors, including the terms of each agreement and the nature of the obligations of the parties. These agreements may include, but not be limited to non-refundable upfront license fees, and ongoing licensing royalties on licensed products sold by the licensee. Revenue is recognised based on the substance of the agreement.

The company has made a departure from FRS 102 S1A in regards to the recognition of license fee income. Under the relevant standard in accordance with Section 23A.35 'an assignment of rights for a fixed fee or non-refundable guarantee under a non-cancellable contract that permits the licensee to exploit those rights freely and the licensor has no remaining obligations to perform is, in substance, a sale, and as such should be recoginsed in full. The directors have considered it appropriate to depart from the standard on the basis of 'substance over form' and the 'matching concept'. The licence fee income has been received based on an 18 month contractual agreement and in substance the income received relative to the agreement is for associated costs that will be incurred over an 18 month period and as a result the income should be matched to the relevant costs associated with the agreement. The directors are of the opinion that this departure is required to show a true and fair view. The affect of this departure on the Statement of Comprehensive Income and Balance Sheet has been disclosed in Note 10 of the accounts.

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

Financial instruments
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement Of Comprehensive Income, 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.


REVITOPE LIMITED (REGISTERED NUMBER: 09287463)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued
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.

Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

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.

3. EMPLOYEES AND DIRECTORS

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

4. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors - 747,570
Amounts owed by group undertakings 32,965 32,099
Other debtors 19,380 18,000
Prepayments 61 62
52,406 797,731

REVITOPE LIMITED (REGISTERED NUMBER: 09287463)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 127,702 203,951
Amounts owed to group undertakings 29,858,667 28,198,790
Accruals and deferred income 11,000 14,428
29,997,369 28,417,169

6. EFFECT OF DEPARTURE FROM FINANCIAL REGULATORY FRAMEWORK

The effect of the departure from the Financial Regulatory Framework, further information of which has been included in the turnover accounting policy note, has had the following effects on the financial statements:

- Increase in turnover of £82,808 in 2022

There are no effects for 2023.

7. RELATED PARTY DISCLOSURES

During the year ended 31 December 2023, Revitope Inc was paid £2,750,291 (2022: £3,844,108) for services performed on behalf of Revitope Limited. As at 31 December 2023, a balance of £11,347,944 (2022: £9,811,402) was owed to Revitope Inc.

As at 31 December 2023, Revitope Limited owed ROI: Revitope Oncology, Inc. £18,510,723 (2022: £18,387,389).

During the year ended 31 December 2023, the company paid accountancy fees of £2,650 (2022: £5,650) on behalf of Epitope Sciences Limited. As at 31st December 2023, an intercompany balance of £32,965 (2022: £32,099) was owed by Epitope Sciences Limited to the company.

8. ULTIMATE CONTROLLING PARTY

The controlling party is ROI: Revitope Oncology, Inc.

The controlling party of Revitope Limited is ROI: Revitope Oncology, Inc. by virtue of its ownership of Epitope Sciences Limited who is the holding company owning the shares of Revitope Limited.

There is no single ultimate controlling party.