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Registered number: 13162770










Crosstalk Therapeutics Ltd










Financial statements

Information for filing with the registrar

For the Period Ended 31 December 2023

 
Crosstalk Therapeutics Ltd
Registered number: 13162770

Balance Sheet
As at 31 December 2023

11 month period to 31 December
31 January
2023
2023
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 4 
49,711
113,678

Cash at bank and in hand
  
683,183
94,452

  
732,894
208,130

Creditors: amounts falling due within one year
 5 
(88,957)
(142,404)

Net current assets
  
 
 
643,937
 
 
65,726

Total assets less current liabilities
  
643,937
65,726

Creditors: amounts falling due after more than one year
 6 
(3,259,252)
(1,105,918)

  

Net liabilities
  
(2,615,315)
(1,040,192)


Capital and reserves
  

Called up share capital 
 8 
1
1

Profit and loss account
  
(2,615,316)
(1,040,193)

  
(2,615,315)
(1,040,192)


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 on 1 November 2024.




N Williams
Director

The notes on pages 2 to 6 form part of these financial statements.

Page 1

 
Crosstalk Therapeutics Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2023

1.


General information

Crosstalk Therapeutics Limited is a private limited company by shares and is incorporated in England with the registration number 13162770. The address of the registered office of the company is Innovation House, Innovation Way, Discovery Park, Sandwich, Kent, CT13 9FF.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are rounded to the nearest pound.

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.

The following principal accounting policies have been applied:

 
2.2

Going concern

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 accounts 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 director is confident of securing adequate funding through further investment in the future.
Consequently, the going concern basis has been adopted in preparing these financial statements.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 2

 
Crosstalk Therapeutics Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.4

Research and development

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, which range from 3 to 6 years.
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.

 
2.5

Finance costs

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.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.7

Taxation

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.

 
2.8

Debtors

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.

 
2.9

Cash and cash equivalents

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.

 
2.10

Creditors

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 3

 
Crosstalk Therapeutics Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.11

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. 
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, measured initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term insturment constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. 


3.


Employees




The company has no employees other than the directors (2023: Nil) who did not receive any renumeration.


4.


Debtors

11 month period to 31 December
31 January
2023
2023
£
£


Other debtors
38,066
39,624

Prepayments
11,645
74,054

49,711
113,678



5.


Creditors: Amounts falling due within one year

11 month period to 31 December
31 January
2023
2023
£
£

Trade creditors
66,407
127,654

Accruals
22,550
14,750

88,957
142,404


Page 4

 
Crosstalk Therapeutics Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2023

6.


Creditors: Amounts falling due after more than one year

11 month period to 31 December
31 January
2023
2023
£
£

Convertible loan note
3,259,252
1,105,918

3,259,252
1,105,918


The convertible loan notes are convertible to shares in the capital of the company: 
a) automatically, on the company raising £10m or more through issue of the equity securities before the repayment date; or
b) at the election of the lenders, on the company raising less that £10m through issue of equity securities before the repayment date.
The convertible loan notes issued by the company are held by its shareholders. They are unsecured and interest is charged at 8%. 


7.


Loans


11 month period to 31 December
31 January
2023
2023
£
£


Amounts falling due 1-2 years

Convertible loan note
3,259,252
1,105,918



3,259,252
1,105,918



8.


Share capital

11 month period to 31 December
31 January
2023
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £0.01 each
1
1


Page 5

 
Crosstalk Therapeutics Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2023

9.


Related party transactions

The company has issued convertible loan notes to its shareholders during the year. See note 6.
All other related party transactions during the current period, were made under normal market conditions.


10.


Controlling party

The company is a 99% subsidiary of Medicxi III LP, a limited partnership registered in Jersey. The registered office of Medicxi III LP is 44 Esplanade, St. Helier, JE4 9WG, Jersey. 
Medicxi III LP meets the definition of an Investment Equity in accordance with IFRS 10 and is not required to consolidate its investments, of which the company is an investment. 


11.


Auditors' information

The auditors' report on the financial statements for the period ended 31 December 2023 was unqualified.

The audit report was signed on 1 November 2024 by Peter Hine (Senior Statutory Auditor) on behalf of Frazier & Deeter (UK Audit) LLP.


Page 6