Company Registration No. 13198533 (England and Wales)
LIGHTSHIP CLINICAL RESEARCH LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
LIGHTSHIP CLINICAL RESEARCH LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
3 - 8
LIGHTSHIP CLINICAL RESEARCH LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Current assets
Debtors
4
302,399
110,986
Cash at bank and in hand
59,250
171,522
361,649
282,508
Creditors: amounts falling due within one year
5
(119,434)
(126,267)
Net current assets
242,215
156,241
Capital and reserves
Called up share capital
7
1,000
1,000
Profit and loss reserves
241,215
155,241
Total equity
242,215
156,241

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 6 September 2024 and are signed on its behalf by:
B Rubin
Director
Company Registration No. 13198533
LIGHTSHIP CLINICAL RESEARCH LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
1,000
58,428
59,428
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
(175,979)
(175,979)
Credit to equity for equity settled share-based payments
6
-
272,792
272,792
Balance at 31 December 2022
1,000
155,241
156,241
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(184,351)
(184,351)
Credit to equity for equity settled share-based payments
6
-
270,325
270,325
Balance at 31 December 2023
1,000
241,215
242,215
LIGHTSHIP CLINICAL RESEARCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Lightship Clinical Research Limited is a private company limited by shares incorporated in England and Wales. The registered office is Acre House, 11-15 William Road, London, NW1 3ER, United Kingdom.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £ Sterling.

 

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The Directors have considered the resources available for the company to continue in operational existence. The company recharges costs to its parent entity at a 5% mark-up and as such the company is reliant on the support of its parent entity for its continued activity. Such future support is dependent upon the parent entity obtaining finance into the business in the upcoming months following the approval of these financial statements of which it has already recently secured $5m. Although the directors believe the parent entity will be able to provide sufficient support to the company for the foreseeable future there is a material uncertainty whilst the group trades through to profitability. Nevertheless the directors have adopted the going concern basis of accounting in preparing the truefinancial statements

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided to the parent company 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 the transfer pricing agreement between the parent entity and its subsidiary.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts.

1.4
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.

 

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 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.

LIGHTSHIP CLINICAL RESEARCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including creditors 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 payment 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.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.6
Taxation

The tax expense represents the sum of the tax currently payable.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.7
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.8
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

LIGHTSHIP CLINICAL RESEARCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.9
Share-based payments

Equity-settled share-based payments and share options are measured at fair value at the date of grant by reference to the fair value using the Directors valuation. 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. This estimate is revised at each financial year end. A corresponding adjustment is made to equity.

 

The expense in relation share options granted to employees of a subsidiary is recognised by the company as a capital contribution from the parent Company.

 

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.

1.10
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.11
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
21,114
21,584
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
10
10
LIGHTSHIP CLINICAL RESEARCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
4
Debtors
2023
2022
as restated
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
234,556
69,839
Other debtors
27,934
25,854
Prepayments and accrued income
39,909
15,293
302,399
110,986
5
Creditors: amounts falling due within one year
2023
2022
as restated
£
£
Corporation tax
24,918
21,956
Other creditors
21,356
26,178
Accruals and deferred income
73,160
78,133
119,434
126,267
6
Share-based payment transactions

The company maintains a share options scheme with a number of its employees. Share options in the ultimate parent company were awarded to individuals by virtue of their employment in Lightship Clinical Research Limited.

The share options have varying grant dates however all have a contractual life of 4 years. 25% of the shares vest after 12 months with the remaining 75% vesting over the following 36 month period. Share options were initially granted to the employees at the date they were employed. On vesting of the share options, shares in the ultimate parent company are awarded to the employee.

 

None of the share options have been exercised in the current financial year.

Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Brought forward
49,591,296
30,628,322
0.05
0.03
Granted
8,610,630
18,962,974
0.07
0.12
Outstanding at 31 December 2023
58,201,926
49,591,296
0.05
0.05
Exercisable at 31 December 2023
33,287,436
22,717,122
0.03
0.05
LIGHTSHIP CLINICAL RESEARCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Share-based payment transactions
(Continued)
- 7 -

The options outstanding at 31 December 2023 had an exercise price ranging from $0.01 to $0.15, and a remaining contractual life of at least 3 years.

Included within the outstanding options as at 31 December 2023 are 6,150,000 performance based share options. These options vest when certain sales targets are met and subject to board approval. These options have been valued using a black-scholes model and a charge of £1,063 has been included in the accounts in respect of these.

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

 

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date.

Inputs were as follows:
2023
2022
Weighted average share price ($)
0.07
0.08
Weighted average exercise price ($)
0.07
0.08
Expected volatility (%)
40 to 70
54 to 70
Expected life (months)
76.00
76.00
Risk free rate (%)
0.21 to 4.85
0.21 to 2.44
Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £270,325 (2022 - £272,792 ) which related to equity settled share based payment transactions.

 

7
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
1,000 Ordinary shares of £1 each
1,000
1,000
1,000
1,000
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Material uncertainty related to going concern

We draw attention to Note 1.2 to the financial statements which shows the reliance of the company on the ability of its parent entity to continue to secure financing and to trade through to profitability, which is not guaranteed. This condition, together with the other matters set out in note 1.2, 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.

The senior statutory auditor was Mandy Janes.
The auditor was HW Fisher LLP.
LIGHTSHIP CLINICAL RESEARCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Audit report information
(Continued)
- 8 -
9
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
52,750
94,950
10
Parent company

The ultimate parent company is Lightship Inc., a company incorporated in the state of Delaware in the United States. Its registered office address is 222 N Pacific Coast HWY, El Segundo, CA 90245, United States.

11
Prior period adjustment

The prior year adjustment is in respect of travel expenses incurred in the year ended 31 December 2022 that had not been accrued for in error. The company recharges all its expenses to the parent company therefore the related revenue recharged for these travel expenses has also been included in this adjustment.

Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
Current assets
Debtors due within one year
56,101
54,885
110,986
Creditors due within one year
Accruals and deferred income
(25,862)
(52,271)
(78,133)
Net assets
153,627
2,614
156,241
Capital and reserves
Profit and loss
152,627
2,614
155,241
2023-12-312023-01-01false06 September 2024CCH SoftwareCCH Accounts Production 2024.200No description of principal activityThis audit opinion is unqualifiedD MacmurchyB RubinR P JonesDavid Elrodfalsefalse131985332023-01-012023-12-31131985332023-12-31131985332022-12-3113198533core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3113198533core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3113198533core:ShareCapital2023-12-3113198533core:ShareCapital2022-12-3113198533core:RetainedEarningsAccumulatedLosses2023-12-3113198533core:RetainedEarningsAccumulatedLosses2022-12-3113198533core:ShareCapital2021-12-3113198533core:RetainedEarningsAccumulatedLosses2021-12-31131985332021-12-3113198533bus:Director22023-01-012023-12-3113198533core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31131985332022-01-012022-12-3113198533core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3113198533core:CurrentFinancialInstruments2023-12-3113198533core:CurrentFinancialInstruments2022-12-31131985332022-12-3113198533bus:PrivateLimitedCompanyLtd2023-01-012023-12-3113198533bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3113198533bus:FRS1022023-01-012023-12-3113198533bus:Audited2023-01-012023-12-3113198533bus:Director12023-01-012023-12-3113198533bus:Director32023-01-012023-12-3113198533bus:Director42023-01-012023-12-3113198533bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP