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Registered number: 09389592










NEWCELLS BIOTECH LIMITED










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 JANUARY 2024

 
NEWCELLS BIOTECH LIMITED
REGISTERED NUMBER: 09389592

BALANCE SHEET
AS AT 31 JANUARY 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 5 
5,325
23,986

Tangible assets
 6 
425,237
441,313

  
430,562
465,299

Current assets
  

Stocks
 7 
362,885
426,807

Debtors: amounts falling due within one year
 8 
1,713,680
1,222,405

Cash at bank and in hand
 9 
2,131,997
2,222,434

  
4,208,562
3,871,646

Creditors: amounts falling due within one year
 10 
(981,176)
(810,134)

Net current assets
  
 
 
3,227,386
 
 
3,061,512

Total assets less current liabilities
  
3,657,948
3,526,811

Creditors: amounts falling due after more than one year
 11 
(20,300)
(2,809,122)

  

Net assets
  
3,637,648
717,689


Capital and reserves
  

Called up share capital 
 14 
74
51

Share premium account
 15 
12,651,519
6,950,582

Other reserves
 15 
117,740
407,088

Profit and loss account
 15 
(9,131,685)
(6,640,032)

  
3,637,648
717,689


Page 1

 
NEWCELLS BIOTECH LIMITED
REGISTERED NUMBER: 09389592
    
BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2024

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 on 31 January 2025.



Dr M J Nicholds
Director

The notes on pages 4 to 15 form part of these financial statements.

Page 2

 
NEWCELLS BIOTECH LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 February 2022
51
6,950,582
-
(4,117,522)
2,833,111



Loss for the year
-
-
-
(2,522,510)
(2,522,510)

Equity value of loan stock
-
-
328,967
-
328,967

Share option valuation movements
-
-
78,121
-
78,121



At 1 February 2023
51
6,950,582
407,088
(6,640,032)
717,689



Loss for the year
-
-
-
(2,491,653)
(2,491,653)

Share issue & loan conversion
23
5,700,937
-
-
5,700,960

Loan conversion adjustment
-
-
(328,967)
-
(328,967)

Share option valuation movements
-
-
39,619
-
39,619


At 31 January 2024
74
12,651,519
117,740
(9,131,685)
3,637,648


Page 3

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.


General information

Newcells Biotech Limited is a private company limited by shares incorporated in England and Wales. The registered office is Time Central, 32 Gallowgate, Newcastle upon Tyne, NE1 4BF. The company number is 09389592
The principal activity of the company is the commercial exploitation of induced pluripotent stem cells.

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 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 financial statements have been prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Going concern

Despite the loss in the year of  £2,478,074 (2023 - £2,522,510)  and the deficit on its profit and loss account of £9,118,106 (2023 - £6,640,032), the Company is operating in line with expectations. 
Cash flow forecasts show the Company will have sufficient cash for at least 12 months from sign off. The directors have a good understanding of cash flow management, and forecasts are reviewed at each board meeting. The Company issued further shares in November 2024 raising finance of £1.2m, which is to be used to further growth of Newcells Biotech. The Company will also receive research and development claims of over £273,000 post year end and have also received notification of a new loan from Innovate UK and new contract wins post year end which has supported cash flow in addition to normal trading.
The directors have considered the Company's current and future prospects and the availability of financing. The Northern VCTs and the NE Fund have undertaken to provide continued financial support for at least 12 months from the signing of these financial statements and have provided the directors with a letter confirming this.
The directors are therefore satisfied that these financial statements have been prepared on the basis that the Company is a going concern.

 
2.3

Revenue

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.

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 4

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.5

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.

 
2.6

Grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.7

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.

 
2.8

Borrowing costs

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

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 5

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.11

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.


 
2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Patents
-
5
years straight line
Licences
-
5
years straight line

Page 6

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

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.

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:

Plant and machinery
-
Between 3 and 10 years straight line
Computer equipment
-
4 years straight line

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.
Following a review of the depreciation policy by the company this year, the accounting policy has been revised in respect of Plant and Machinery from 30% straight line to between 3 and 10 years straight line. The change has mainly affected lab equipment following a detailed review by management of life spans of individual lab equipment.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised as profit or loss.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

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.

 
2.16

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.

Page 7

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.17

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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The estimates and judgements that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the financial period are as follows:
Depreciation
Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual values consider matters such as future market conditions, the remaining estimated life of the asset and the discount required to apply cash flows on estimated disposal values to calculate their net present values.
Grant income
Grant income and revenue is recognised when milestones are reached by the Company. 
Accrued and deferred income
Accrued and deferred income is valued based upon the stage of completion of a contract at the end of the reporting period, taking into account stage of completion, contract value and amounts already invoiced. Stage of completion is estimated by project managers, based on their knowledge and understanding of the work carried out, and the underlying contract. 


4.


Employees

The average monthly number of employees, including directors, during the year was 44 (2023 - 42).

Page 8

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

5.


Intangible assets




Patents
Licences
Total

£
£
£



Cost


At 1 February 2023
53,303
80,001
133,304



At 31 January 2024

53,303
80,001
133,304



Amortisation


At 1 February 2023
37,313
72,005
109,318


Charge for the year on owned assets
10,665
7,996
18,661



At 31 January 2024

47,978
80,001
127,979



Net book value



At 31 January 2024
5,325
-
5,325



At 31 January 2023
15,990
7,996
23,986



Page 9

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

6.


Tangible fixed assets





Plant and machinery
Computer equipment
Total

£
£
£



Cost or valuation


At 1 February 2023
1,064,459
142,537
1,206,996


Additions
113,447
14,111
127,558



At 31 January 2024

1,177,906
156,648
1,334,554



Depreciation


At 1 February 2023
694,861
70,822
765,683


Charge for the year on owned assets
61,252
33,081
94,333


Charge for the year on financed assets
49,301
-
49,301



At 31 January 2024

805,414
103,903
909,317



Net book value



At 31 January 2024
372,492
52,745
425,237



At 31 January 2023
369,598
71,715
441,313

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
140,910
190,257

140,910
190,257


7.


Stocks

2024
2023
£
£

Consumable stock
362,885
426,807

362,885
426,807


Page 10

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

8.


Debtors

2024
2023
£
£


Trade debtors
691,569
604,325

Other debtors
120,227
75,941

Called up share capital not paid
13
13

Prepayments and accrued income
204,028
119,142

Tax recoverable
697,843
422,984

1,713,680
1,222,405



9.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
2,131,997
2,222,434

2,131,997
2,222,434



10.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans (note 12)
10,000
10,000

Trade creditors
366,730
308,487

Other taxation and social security
104,478
64,813

Obligations under finance lease and hire purchase contracts
83,229
119,996

Other creditors
17,855
7,303

Accruals and deferred income
398,884
299,535

981,176
810,134


Page 11

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

11.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans (note 12)
13,334
23,333

Net obligations under finance leases and hire purchase contracts
6,966
90,194

Convertible loan stock
-
2,695,595

20,300
2,809,122


Obligations under hire purchase agreements are secured on the assets to which they relate. 
During the prior period, the company issued £3.1m of unsecured convertible loan stock which was due to be converted, or repaid, by 2027.
The loan stock, including accrued interest, was converted during the current period into 536,533 G Ordinary shares, 873,573 H1 Ordinary shares and 101,940 H2 Ordinary shares.


12.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
10,000
10,000


10,000
10,000

Amounts falling due 1-2 years

Bank loans
10,000
10,000


10,000
10,000

Amounts falling due 2-5 years

Bank loans
3,334
13,333


3,334
13,333


23,334
33,333


The bank loan is repayable by May 2026. Repayments are monthly, with an interest rate charged of 2.5%. 

Page 12

 
NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

13.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£
£


Within one year
83,229
119,996

Between 1-5 years
6,966
90,194

90,195
210,190


14.


Share capital

2024
2023
£
£
Allotted, called up and partly paid



1,250,000 (2023 - 1,250,000) Ordinary shares of £0.00001 each
13
13
295,000 (2023 - 295,000) Ordinary A shares of £0.00001 each
3
3
337,969 (2023 - 337,969) Ordnary C shares of £0.00001 each
3
3
907,953 (2023 - 907,953) Ordinary D1 shares of £0.00001 each
9
9
105,953 (2023 - 105,953) Ordinary D2 shares of £0.00001 each
1
1
723,141 (2023 - 723,141) Ordinary E shares of £0.00001 each
7
7
1,295,145 (2023 -1,295,145) Ordinary F1 shares of £0.00001 each
13
13
151,136 (2023 - 151,136) Ordinary F2 shares of £0.00001 each
2
2
917,718 Ordinary G shares of £0.00001 each
9
-
1,263,422  Ordinary H1 shares of £0.00001 each
13
-
145,255 Ordinary H2 shares of £0.00001 each
1
-

74

51

Share based payments
Options over 57,187 Ordinary shares have been granted during previous years under an approved enterprise management incentive (EMI) scheme at an exercise price of £0.00001 per share.  
Options over 80,468 Ordinary shares have been granted during previous years under an unapproved scheme at an exercise price of £0.00001 per share. 
During the current period, options over 460,037 Ordinary shares were granted under an approved enterprise management incentive (EMI) scheme. The exercise price for each option is either £1.45 per share or £0.81 per share, depending on length of service.
During the current period, options over 128,144 Ordinary shares were granted under an unapproved scheme at an exercise price of £0.81 per share.
Management have considered the value of these options and have recognised a fair value of £117,740 (2023: £78,121) in the 2024 accounts. This balances has been recognised in other reserves within equity.


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NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

14.Share capital (continued)

Shares issued during the year
During the period, 381,185 Ordinary G shares, 389,849 Ordinary H1 shares, and 43,315 Ordinary H2 shares were issued, all with a nominal value of £0.00001 per share, for cash consideration of £1.2m as part of a fundraising exercise. This resulted in an increase to the share premium reserve, net of transaction costs. 
In addition to the above, during the period the company also converted £3.1m of unsecured convertible loan stock, including accrued interest, into 536,533 G Ordinary shares, 873,573 H1 Ordinary shares and 101,940 H2 Ordinary shares. All shares have a nominal value of £0.00001 per share.


15.


Reserves

Other reserves

Other reserves balance relates to the equity element on the discretionary stock and the fair value of the approved enterprise management incentive (EMI) scheme.
The equity component of the discretionary stock equalled £nil (2023: £328,967) at the year ended 31 January 2024.
The fair value of the share options equalled £117,740 (2023: £78,121).


16.


Capital commitments


At 31 January 2024 the Company had capital commitments as follows:

2024
2023
£
£


Contracted for but not provided in these financial statements
269,854
-

269,854
-


17.


Commitments under operating leases

At 31 January 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
161,184
222,185

Later than 1 year and not later than 5 years
38,794
191,988

199,978
414,173

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NEWCELLS BIOTECH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

18.


Controlling party

No single person controls 50% or more of the company's equity.


19.


Auditors' information

The auditors' report on the financial statements for the year ended 31 January 2024 was unqualified.

The audit report was signed on 31 January 2025 by Deborah Graham (Senior Statutory Auditor) on behalf of Ryecroft Glenton.

 
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