Registered number: 11570257
ViceBio Limited
Financial statements
Information for filing with the registrar
For the year ended 31 December 2023
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ViceBio Limited
Registered number: 11570257
Balance sheet
As at 31 December 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 12 form part of these financial statements.
Page 1
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ViceBio Limited
Statement of changes in equity
For the year ended 31 December 2023
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Transfer to/from profit and loss account
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Issue of convertible loans
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Transfer to/from profit and loss account
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The notes on pages 3 to 12 form part of these financial statements.
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Page 2
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
ViceBio Limited ("the Company") is a private company limited by shares and is incorporated in England with the registration number 11570257. The address of the registered office is 2nd Floor 168 Shoreditch High Street, London, E1 6RA.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The financial statements are rounded to the nearest pound.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
These financial statements are therefore the Company’s separate financial statements, and present information about the Company as an individual undertaking and not about its Group.
The Company is engaged in research and development activities and is reliant upon funding from its investors to meet its operational and working capital needs. The Company's forecasts and projections, taking account of expected expenditure and future investment, show that the Company should be able to continue these activities within the level of its available facilities for the foreseeable future. The directors are confident of securing adequate funding through further investment in the future.
Consequently the going concern basis has been adopted in preparing these financial statements.
Page 3
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is pound sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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.
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.
Page 4
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that 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.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 5
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 6
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments with the exception of Convertible Loan Notes.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Page 7
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
The convertible loan notes issued by the Company may be settled in a variable number of the company’s own equity instruments and are therefore recognised as a complex financial liability in accordance with FRS 102 Section 12. The proceeds received on issue are initially measured at transaction price and subsequently measured at fair value through profit or loss, at the end of each reporting period.
Page 8
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgements have had the most significant impact on amounts recognised in the financial statements:
Convertible loans
As required under FRS 102, the convertible loans in issue have been measured at fair value. Fair value has been assessed by discounting the company's obligations using an estimated market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. Due to the lack of observable market prices for similar instruments the initial valuation of the debt is subject to uncertainty. The convertible loan notes are convertible upon change of control of the company, further equity financing or at the option of the noteholder. The directors have made an estimate of when these events are likely to occur. The rate of 12% and estimated date of conversion selected by the directors is considered to be appropriate given the nature of the company and the investment received.
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The average monthly number of employees, including directors, during the year was 3 (2022 - 3).
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Charge for the year on owned assets
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Page 9
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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ViceBio Australia Pty Ltd
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Level 5, 63 Pirie Street, Adelaide SA 5000
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Amounts owed by group undertakings
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Prepayments and accrued income
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Page 10
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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The convertible loan notes issued by the Company are held by its shareholders. They are unsecured and bear no interest charge.
The convertible loan notes are convertible to shares in the capital of the Company.
Included within the accruals balance is £3,110 relating to he corporate credit card balance at the year end. The corporate credit card balance is guaranteed by a fixed charge to HSBC Innovation Banking in respect of a bank deposit that ViceBio UK Limited holds with that institution for a total amount of €40,215 as at 31 December 2024.
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Page 11
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ViceBio Limited
Notes to the financial statements
For the year ended 31 December 2023
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Allotted, called up and fully paid
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12,413 (2022 - 12,413) Ordinary shares of £0.0001 each
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792 (2022 - 792) B Ordinary shares of £0.0001 each
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Other reserves
This balance represents capital contributions arising upon issue of convertible loans by the company to its shareholders. A transfer is made between the profit and loss account reserve annually, relating to the fair value movement recognised on these convertible loans.
Profit and loss account
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company’s shareholders.
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Related party transactions
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The company has issued convertible loan notes to its shareholders during the year. See note 8.
All other related party transactions during the current period, including key management personnel compensation, were made under normal market conditions.
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The company is a 75.73% subsidiary of Medicxi Ventures I L.P., a limited partnership registered in Jersey. The registered office of Medicxi Ventures I L.P. is 44 Esplanade, St. Helier, JE4 9WG, Jersey.
Medicxi Ventures I L.P. meets the definition of an Investment Entity in accordance with IFRS 10 and is not required to consolidate its investments, of which the company is an investment.
The auditor's report on the financial statements for the year ended 31 December 2023 was unqualified.
The audit report was signed on 29 July 2024 by Mark Attwood FCCA (Senior statutory auditor) on behalf of Kreston Reeves LLP.
Page 12
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