Silverfin false 31 July 2024 30 July 2024 Robin Davis BA FCA Gravita Audit ll Limited 3,921,562 571,278 false true 31/12/2023 01/01/2023 31/12/2023 Stephen Patrick O'Connell 06/07/2020 Duleeka Nimantha Bandara Ranatunga 29/10/2019 30 July 2024 The Company, trading as Pear Bio, is a precision medicine company developing cancer diagnostics and therapeutics.

The current accounting period is for the year ended 31 December 2023 and the comparative period is 6 months from 1 July 2022 to 31 December 2022. Therefore, the periods are not entirely comparable.
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Company No: 12288322 (England and Wales)

OUROTECH LIMITED

Financial Statements
For the financial year ended 31 December 2023
Pages for filing with the registrar

OUROTECH LIMITED

Financial Statements

For the financial year ended 31 December 2023

Contents

OUROTECH LIMITED

COMPANY INFORMATION

For the financial year ended 31 December 2023
OUROTECH LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2023
DIRECTORS Stephen Patrick O'Connell
Duleeka Nimantha Bandara Ranatunga
REGISTERED OFFICE 2 Leman Street
London
E1W 9US
United Kingdom
COMPANY NUMBER 12288322 (England and Wales)
AUDITOR Gravita Audit ll Limited
66 Prescot Street
London
E1 8NN
United Kingdom
OUROTECH LIMITED

BALANCE SHEET

As at 31 December 2023
OUROTECH LIMITED

BALANCE SHEET (continued)

As at 31 December 2023
Note 31.12.2023 31.12.2022
£ £
Fixed assets
Tangible assets 3 1,633,436 528,457
1,633,436 528,457
Current assets
Debtors 4 1,425,005 332,703
Cash at bank and in hand 5,755,629 265,827
7,180,634 598,530
Creditors: amounts falling due within one year 5 ( 590,435) ( 3,809,541)
Net current assets/(liabilities) 6,590,199 (3,211,011)
Total assets less current liabilities 8,223,635 (2,682,554)
Creditors: amounts falling due after more than one year 6 ( 14,952,423) ( 124,680)
Net liabilities ( 6,728,788) ( 2,807,234)
Capital and reserves
Called-up share capital 1 1
Capital contribution reserve 8 0
Profit and loss account ( 6,728,797 ) ( 2,807,235 )
Total shareholder's deficit ( 6,728,788) ( 2,807,234)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Ourotech Limited (registered number: 12288322) were approved and authorised for issue by the Board of Directors on 30 July 2024. They were signed on its behalf by:

Stephen Patrick O'Connell
Director
OUROTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
OUROTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

Ourotech Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 2 Leman Street, London, E1W 9US, United Kingdom.

The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors note that the Company is supported through a loan from the parent company which provides funds when needed. The directors have received assurances that this support will continue for at least 12 months from the date of signing these financial statements and the directors understand the parent company has the ability to support the Company. Given this, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Reporting period length

The current accounting period is for the year ended 31 December 2023 and the comparative period is 6 months from 1 July 2022 to 31 December 2022. Therefore, the periods are not entirely comparable. The previous accounting period was shortened to align with the accounting period of the Ourotech Group, which follows the calendar year.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Turnover on service contracts is recognised in accordance with the stage of completion and invoiced in the month when specific work is performed.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amounts charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits are the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.

Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of an appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

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.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Research and development expenditure

Research and development expenditure is charged to the profit and loss account in the period in which it is incurred.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment 5 years straight line
Computer equipment 5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

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. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs 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 value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

2. Employees

Year ended
31.12.2023
Period from
01.07.2022 to
31.12.2022
Number Number
Monthly average number of persons employed by the Company during the year, including directors 25 18

3. Tangible assets

Office equipment Computer equipment Total
£ £ £
Cost
At 01 January 2023 649,655 16,490 666,145
Additions 1,982,349 0 1,982,349
Disposals ( 612,597) 0 ( 612,597)
At 31 December 2023 2,019,407 16,490 2,035,897
Accumulated depreciation
At 01 January 2023 134,390 3,298 137,688
Charge for the financial year 292,105 3,298 295,403
Disposals ( 30,630) 0 ( 30,630)
At 31 December 2023 395,865 6,596 402,461
Net book value
At 31 December 2023 1,623,542 9,894 1,633,436
At 31 December 2022 515,265 13,192 528,457

4. Debtors

31.12.2023 31.12.2022
£ £
Trade debtors 26,313 0
Amounts owed by Group undertakings 0 25,986
Corporation tax 714,794 215,105
Other taxation and social security 517,957 24,564
Other debtors 165,941 67,048
1,425,005 332,703

5. Creditors: amounts falling due within one year

31.12.2023 31.12.2022
£ £
Trade creditors 232,920 214,684
Amounts owed to Parent undertakings 0 3,405,123
Other taxation and social security 38,011 84,549
Obligations under finance leases and hire purchase contracts 260,100 87,901
Other creditors 59,404 17,284
590,435 3,809,541

6. Creditors: amounts falling due after more than one year

31.12.2023 31.12.2022
£ £
Amounts owed to Parent undertakings 14,762,340 0
Obligations under finance leases and hire purchase contracts 190,083 124,680
14,952,423 124,680

7. Financial commitments

Commitments

31.12.2023 31.12.2022
£ £
Total future minimum lease payments under non-cancellable operating lease 49,287 82,756

8. Related party transactions

Remuneration was paid to the directors of £75,344 (2022 6 months: £62,500). The directors are the only key management personnel of the Company.

The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned subsidiaries in the group.

9. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 December 2023 was unqualified.

The audit report was signed by Robin Davis BA FCA on behalf of Gravita Audit ll Limited.

10. Ultimate controlling party

The immediate and ultimate parent company is Ourotech Inc, a Company incorporated in the United States and registered at 3500 South DuPont Highway, Dover, Delaware, 19901.