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REGISTERED NUMBER: 07928837 (England and Wales)















Unaudited Financial Statements for the Year Ended 31 January 2024

for

Theracell Advanced Biotechnology Ltd

Theracell Advanced Biotechnology Ltd (Registered number: 07928837)






Contents of the Financial Statements
for the Year Ended 31 January 2024




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


Theracell Advanced Biotechnology Ltd

Company Information
for the Year Ended 31 January 2024







DIRECTOR: Mr P Theodotou



SECRETARY: Mr P Theodotou



REGISTERED OFFICE: 130A Darkes Lane
Potters Bar
Hertfordshire
EN6 1AF



REGISTERED NUMBER: 07928837 (England and Wales)



ACCOUNTANTS: M Georghiades & Associates
Chartered Certified Accountants
130A Darkes Lane
Potters Bar
Hertfordshire
EN6 1AF



BANKERS: Alpha Bank
17th Km Ethnics Ordos Athinon-Lamias
Athens
Greece
PC14564

Theracell Advanced Biotechnology Ltd (Registered number: 07928837)

Balance Sheet
31 January 2024

31.1.24 31.1.23
Notes €    €    €    €   
FIXED ASSETS
Investments 4 190,080 189,080

CURRENT ASSETS
Debtors 5 2,400 2,150
Cash at bank 4,615 37,303
7,015 39,453
CREDITORS
Amounts falling due within one year 6 302,328 281,268
NET CURRENT LIABILITIES (295,313 ) (241,815 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(105,233

)

(52,735

)

CREDITORS
Amounts falling due after more than one
year

7

30,000

50,000
NET LIABILITIES (135,233 ) (102,735 )

CAPITAL AND RESERVES
Called up share capital 8 1,189 1,189
Retained earnings 9 (136,422 ) (103,924 )
SHAREHOLDERS' FUNDS (135,233 ) (102,735 )

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

The members have not required the company to obtain an audit of its financial statements for the year ended 31 January 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his 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.

Theracell Advanced Biotechnology Ltd (Registered number: 07928837)

Balance Sheet - continued
31 January 2024


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 director and authorised for issue on 12 October 2024 and were signed by:





Mr P Theodotou - Director


Theracell Advanced Biotechnology Ltd (Registered number: 07928837)

Notes to the Financial Statements
for the Year Ended 31 January 2024

1. STATUTORY INFORMATION

Theracell Advanced Biotechnology Ltd 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 and going concern consideration
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.

The financial statements have been prepared on a going concern basis.
The company's director considers that the company will continue its operational existence into the foreseeable future.
The director is of the opinion that the company will improve and generate sufficient funds in the foreseeable future to pay its debts and liabilities as and when they arise. By the way the company as at 31st January 2024 had net liabilities of €135,233 (2023: €102,735).
The director of the company has provided assurances that he will continue supporting the company by providing financial assistance as and when it is needed. This will also assist the company to meet its current obligations as they fall due.

Theracell Advanced Biotechnology Ltd (Registered number: 07928837)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

2. ACCOUNTING POLICIES - continued

Impairment of fixed assets and financial assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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). 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.

Recoverable amount is the higher of fair value less costs to sell and 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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined hadno impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated.

Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, 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.

Theracell Advanced Biotechnology Ltd (Registered number: 07928837)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

2. ACCOUNTING POLICIES - continued

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.

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

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

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 instrument 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.

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, 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 are 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.

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. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk


Theracell Advanced Biotechnology Ltd (Registered number: 07928837)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

2. ACCOUNTING POLICIES - continued
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 balance sheet date.

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.

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.

Provisions
Provisions (ie./ liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

Debtors
Short term debtors are measured at a transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised costs determined using the effective interest method, less any impairments losses for bad and doubtful debts.

Creditors
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 1 ) .

Theracell Advanced Biotechnology Ltd (Registered number: 07928837)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
€   
COST
At 1 February 2023 189,080
Additions 1,000
At 31 January 2024 190,080
NET BOOK VALUE
At 31 January 2024 190,080
At 31 January 2023 189,080

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Theracell A.E.
Registered office: 2 Kalavriton Str. 145 64 N. Kifissia, Greece
Nature of business: Research and experimental development in health
%
Class of shares: holding
Ordinary 69.12
31.1.24 31.1.23
€    €   
Aggregate capital and reserves 189,080 189,080

The subsidiary company "Theracell A.E." registered in Greece with a company registration number 12611910100.

Bluecellbio I.K.E.
Registered office: 2 Kalavriton Str. 145 64 N. Kifissia, Greece
Nature of business: Research and experimental development in health
%
Class of shares: holding
Ordinary 100.00
31.1.24
€   
Aggregate capital and reserves 1,000

The subsidiary company "Bluecellbio I.K.E." registered in Greece with a company registration number 171643701000.

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.1.24 31.1.23
€    €   
Prepayments 2,400 2,150

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.

Theracell Advanced Biotechnology Ltd (Registered number: 07928837)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.1.24 31.1.23
€    €   
Amounts owed to group undertakings 19,600 25,000
Other creditors 4,090 2,150
Shareholder's current account 278,638 254,118
302,328 281,268

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.1.24 31.1.23
€    €   
Amounts owed to group undertakings 30,000 50,000

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.1.24 31.1.23
value: €    €   
1,000 Ordinary €1.18 9 1,189 1,189

The nominal value of the company's authorised and called up share capital is denominated in GBP£1,000 as the company is registered in the United Kingdom (England and Wales). The nominal value of the called-up share capital is translated to Euro€1,189 at the year endusing the rate of exchange at the balance sheet date (GBP£1.00 / Euro€1.189).

9. RESERVES
Retained
earnings
€   

At 1 February 2023 (103,924 )
Deficit for the year (32,498 )
At 31 January 2024 (136,422 )

10. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Theracell Advanced Biotechnology Ltd (Registered number: 07928837)

Notes to the Financial Statements - continued
for the Year Ended 31 January 2024

11. POST BALANCE SHEET EVENTS

There were no essential either adjusting events or non-adjusting events in the period of time elapsing between the balance sheet date and the date on which these financial statements are prepared. The impact of COVID-19 is described in the Going Concern Consideration Note.

The ongoing Russia - Ukraine conflict - This ongoing conflict has resulted in going concern becoming a significant risk. The United States and Europe have avoided direct military conflict with Russia amid its conflict with Ukraine. They have however used a set of financial sanctions to limit Russia's access to financial resources. The impact of the sanctions may result in difficulties for the company to operate. Neither Theracell Advanced Biotechnology Limited nor the owners are currently on the sanctions list at the time of this report, however this may change as the situation changes.

12. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr F Sakellaridis.

13. THE ONGOING CONFLICTS

Russia - Ukraine conflict - This ongoing conflict has resulted in going concern becoming significant risk. The United States and Europe have avoided direct military conflict with Russia amid its conflict with Ukraine. They have however used a set of financial sanctions to limit Russia's access to financial resources. The impact of the sanctions may result in difficulties for the company to operate. Neither Theracell Advanced Biotechnology Limited nor the owners are currently on the sanctions list at the time of this report, however this may change as the situation changes.

Israel / Gaza and Middle East conflict - Even though this it's an ongoing conflict neither Theracell Advanced Biotechnology Limited nor the owners have any direct or indirect impact or sanctions from these on the company's ability to continue trading as a going concern. The company directors and owners will continue monitoring and reviewing the situation very close and report for any changes may arises if so.