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REGISTERED NUMBER: 07174977 (England and Wales)















Unaudited Financial Statements For The Year Ended 31 March 2024

for

Incanthera Research & Development
Limited

Incanthera Research & Development
Limited (Registered number: 07174977)






Contents of the Financial Statements
For The Year Ended 31 March 2024




Page

Company Information 1

Statement of Financial Position 2

Notes to the Financial Statements 4


Incanthera Research & Development
Limited

Company Information
For The Year Ended 31 March 2024







DIRECTORS: Dr S J Ward
Mr T McCarthy
Mrs L J Brogden





SECRETARY: Mrs L J Brogden





REGISTERED OFFICE: 76 King Street
Manchester
M2 4NH





REGISTERED NUMBER: 07174977 (England and Wales)





ACCOUNTANTS: Fact3
3 Hardman Square
Spinningfields
Manchester
M3 3EB

Incanthera Research & Development
Limited (Registered number: 07174977)

Statement of Financial Position
31 March 2024

2024 2023 2022
as restated
Notes £    £    £   
FIXED ASSETS
Intangible assets 4 - - 363,499
Tangible assets 5 3,102 978 1,969
Investments - - 487,943
3,102 978 853,411

CURRENT ASSETS
Debtors 6 70,673 147,370 196,310
Cash at bank 6,788 1,450 80,875
77,461 148,820 277,185
CREDITORS
Amounts falling due within one year 7 (3,063,091 ) (2,409,209 ) (1,849,919 )
NET CURRENT LIABILITIES (2,985,630 ) (2,260,389 ) (1,572,734 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(2,982,528

)

(2,259,411

)

(719,323

)
NET LIABILITIES (2,982,528 ) (2,259,411 ) (719,323 )

CAPITAL AND RESERVES
Called up share capital 24,282 24,282 24,282
Share premium 7,304,534 7,304,534 7,304,534
Other reserves 585,375 585,375 585,375
Retained earnings (10,896,719 ) (10,173,602 ) (8,633,514 )
SHAREHOLDERS' FUNDS (2,982,528 ) (2,259,411 ) (719,323 )

Incanthera Research & Development
Limited (Registered number: 07174977)

Statement of Financial Position - continued
31 March 2024


The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2024 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.

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 4 October 2024 and were signed on its behalf by:





Mrs L J Brogden - Director


Incanthera Research & Development
Limited (Registered number: 07174977)

Notes to the Financial Statements
For The Year Ended 31 March 2024

1. STATUTORY INFORMATION

Incanthera Research & Development 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.

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.

Intangible assets
Intangible assets acquired as part of a business combination are recognised separately from goodwill provided they are separable or arise from contractual or other legal rights and their fair value can be measured reliably.

Where intangible assets recognised have finite lives, after initial recognition their fair value is amortised on a straight line basis over those lives. The nature of those intangibles recognised and their estimated useful lives are as follows:-

Patents - Straight line over 20 years

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

Fixtures and fittings33% on cost
Computer equipment33% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost and reviewed annually for impairment.

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.

Incanthera Research & Development
Limited (Registered number: 07174977)

Notes to the Financial Statements - continued
For The Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


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.

Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade and other receivables
Trade and other receivables that do not contain a significant financing component are initially recognised at fair value and subsequently held at amortised cost less provision for impairment.

Trade and other payables
Trade and other payables are not interest-bearing and are stated at nominal value.

Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as interest expense in the profit and loss account.

Incanthera Research & Development
Limited (Registered number: 07174977)

Notes to the Financial Statements - continued
For The Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Going concern
As part of their going concern review the Directors have prepared detailed financial forecasts and cash flows for the Company looking forward at least 12 months from the date of the approval of these financial statements. In preparing those forecasts, the Directors have made certain assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period.

At 31 March 2024, the Company had cash and cash equivalents of £7k.

On 18 December 2023, the Parent Company, Incanthera PLC, announced a commercial skincare deal with Marionnaud for the launch and distribution of Skin + CELL, the Incanthera group's ('Group') luxury skin care range, into Europe and Asia. To deliver this, the Group has entered into a manufacturing partnership with skincare manufacturing experts Frike, based in Switzerland. Under the terms of this partnership, Frike is responsible for manufacturing and delivery of our product to Marionnaud. Incanthera also announced that it had established a wholly owned subsidiary, Skin + CELL AG, based in Zurich, to oversee the manufacture and distribution of our product, and manage the relationships within the commercial deal and potential new deals.

The announcement of the commercial arrangements to the market and to shareholders in December 2023 came alongside institutional investment to raise £1million for inventory build and product launch. At group level, the exercise of existing shareholder warrants in April 2024 raised £0.7 million and a further institutional led investment in June 2024 added a further £2.6 million. This funding has been deployed into further inventory scale-up in anticipation of the initial launch in September 2024 and the significant cash flows which are expected to arise following our product launch will quickly transform the Group into a positive cash generating position.

Based on their financial projections and the application of reasonably probable sensitivity analysis in relation to expected revenues and associated costs, the Directors are satisfied that the Group and the Company can continue to adopt the going concern basis of accounting in preparing the annual financial statements. However, the commercialisation of Skin + CELL is in its early stages and due to the fact that the Company is manufacturing Skin + CELL for the first time for sale, the projected revenues are dependent on the Group's ability to deliver saleable manufactured product in the required quantities during the going concern period.

Although the Directors are confident of delivering such product, there is currently no track record of fulfilment to demonstrate that this will be the case. This represents a material uncertainty in relation to the Directors' assessment of going concern.The financial statements do not reflect any adjustments that would be necessary should the going concern basis of preparation not be appropriate.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

Incanthera Research & Development
Limited (Registered number: 07174977)

Notes to the Financial Statements - continued
For The Year Ended 31 March 2024

4. INTANGIBLE FIXED ASSETS
Other
intangible
assets
£   
COST
At 1 April 2023
and 31 March 2024 826,644
AMORTISATION
At 1 April 2023
and 31 March 2024 826,644
NET BOOK VALUE
At 31 March 2024 -
At 31 March 2023 -

5. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 April 2023 49,325
Additions 3,078
At 31 March 2024 52,403
DEPRECIATION
At 1 April 2023 48,347
Charge for year 954
At 31 March 2024 49,301
NET BOOK VALUE
At 31 March 2024 3,102
At 31 March 2023 978

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
as restated
£    £   
Other debtors 70,673 147,370

Incanthera Research & Development
Limited (Registered number: 07174977)

Notes to the Financial Statements - continued
For The Year Ended 31 March 2024

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
as restated
£    £   
Trade creditors 140,899 108,263
Amounts owed to group undertakings 2,733,672 2,027,590
Other creditors 188,520 273,356
3,063,091 2,409,209

8. RELATED PARTY DISCLOSURES

During the year ended 31 March 2024, the parent company purchased accountancy and HR services totalling £36,085 (31 March 2023: £33,862) from summ.it assist LLP t/as Fact3 a company which Laura Brogden is a member. The amount owed to summ.it assist LLP t/as Fact3 at 31 March 2024 was £3,755 (31 March 2023: £4,391).

At the 31 March 2024, Dr Simon Ward, had a Director's loan account balance outstanding due to the Company of £16,812 (31 March 2023: £1,811).

At the 31 March 2024, Tim McCarthy had a Director's loan account balance outstanding due from of the Company £23,488 (31 March 2023: due from the Company £48,188).

9. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Incanthera PLC (incorporated inEngland and Wales).