Company registration number 11659031 (England and Wales)
UNCHAINED LABS UK MALVERN LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
UNCHAINED LABS UK MALVERN LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
UNCHAINED LABS UK MALVERN LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
61,559
23,680
Investments
4
42,176,396
42,237,955
23,680
Current assets
Debtors
5
23,607
109,456
Cash at bank and in hand
27,690
28,243
51,297
137,699
Creditors: amounts falling due within one year
6
(1,223,602)
(46,107)
Net current (liabilities)/assets
(1,172,305)
91,592
Total assets less current liabilities
41,065,650
115,272
Creditors: amounts falling due after more than one year
7
(41,828,581)
Provisions for liabilities
(4,499)
Net (liabilities)/assets
(762,931)
110,773
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(762,932)
110,772
Total equity
(762,931)
110,773
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 27 January 2025 and are signed on its behalf by:
Mr D Phelps
Director
Company registration number 11659031 (England and Wales)
UNCHAINED LABS UK MALVERN LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Unchained Labs UK Malvern Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 35, Malvern Hills Science Park, Geraldine Road, Malvern, Worcestershire, WR14 3SZ.
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 £.
The financial statements have been prepared under the historical cost convention and the principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
Notwithstanding the year-end balance sheet, which shows net current liabilities of £true1,172,305 (2022 - £91,592 net current assets) and net liabilities of £762,931 (2022 - £110,773 net assets) the financial statements have been prepared on a going concern basis.
The company has received written confirmations from its ultimate parent company, Unchained Labs LLC, of their intention to continue to provide support to the company by not demanding repayment of loans owing to them for the foreseeable future. Unchained Labs LLC have also confirmed their intention to provide funding as required by the company and to provide continuing support which will enable the company to continue as a going concern.
The directors consider the going concern basis to be appropriate as they have no reason to believe that Unchained Labs LLC will not provide the required support.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
UNCHAINED LABS UK MALVERN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Property, plant and equipment with an individual item cost of at least $2,500 and a useful life of one year or more is capitalised.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
33% straight line
Fixtures and fittings
20% - 33% straight line
Computers
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Borrowing costs
Borrowing costs include interest payable on loans from fellow group companies and are recognised in profit or loss in the period in which they are incurred.
1.7
Impairment of fixed 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.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.
1.9
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.
UNCHAINED LABS UK MALVERN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, less any impairment.
Basic financial liabilities
Basic financial liabilities, including trade creditors and loans from fellow group companies are initially measured at transaction price and subsequently measured at amortised cost using the effective interest method. 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 obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
UNCHAINED LABS UK MALVERN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.14
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.
1.15
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
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
15
8
3
Tangible fixed assets
Leasehold land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023
28,890
37,033
65,923
Additions
37,162
35,954
73,116
Disposals
(28,890)
(28,890)
At 31 December 2023
37,162
72,987
110,149
Depreciation and impairment
At 1 January 2023
21,505
20,738
42,243
Depreciation charged in the year
10,095
18,811
28,906
Eliminated in respect of disposals
(22,559)
(22,559)
At 31 December 2023
9,041
39,549
48,590
Carrying amount
At 31 December 2023
28,121
33,438
61,559
At 31 December 2022
7,385
16,295
23,680
UNCHAINED LABS UK MALVERN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
42,176,396
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
-
Additions
42,176,396
At 31 December 2023
42,176,396
Carrying amount
At 31 December 2023
42,176,396
At 31 December 2022
-
On 14 July 2023, the company acquired 100% of the ordinary share capital of Unchained Labs Royston Ltd (previously known as Blacktrace Holdings Limited) for a total consideration of £42,176,396.
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
105,330
Other debtors
23,607
4,126
23,607
109,456
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
28,545
4,657
Amounts owed to group undertakings
1,179,882
Corporation tax
10,575
Other taxation and social security
21,890
Other creditors
15,175
8,985
1,223,602
46,107
UNCHAINED LABS UK MALVERN LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
7
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
41,828,581
Included in other creditors, falling due after more than one year, are loans totalling £42,802,660 (2022: £Nil) due to the company's parent undertaking. The loan is unsecured, attracts interest at 5% per annum and is repayable in full on its maturity date of 14 July 2027.
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.
Senior Statutory Auditor:
Robert Kempson ACA
Statutory Auditor:
Edwards
Date of audit report:
31 January 2025
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
£
£
45,000
64,800
10
Related party transactions
The company has taken advantage of the exemption conferred within FRS102 section 33.1A not to disclose transactions between wholly owned members of the same group.
11
Parent company
The immediate parent undertaking is NanoView Biosciences Inc, a company incorporated in the United States of America.
The ultimate parent undertaking is Unchained Labs LLC, a company incorporated in the United States of America.