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Registered number: 11475190









ZOMAGEN BIOSCIENCES LIMITED









FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ZOMAGEN BIOSCIENCES LIMITED
REGISTERED NUMBER:11475190

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
$
$

Fixed assets
  

Investments
 4 
87,330
87,330

  
87,330
87,330

Current assets
  

Debtors: amounts falling due within one year
 5 
4,300,789
2,568,510

Cash at bank and in hand
  
-
807,411

  
4,300,789
3,375,921

Creditors: amounts falling due within one year
 6 
(54,693,520)
(37,822,489)

Net current liabilities
  
 
 
(50,392,731)
 
 
(34,446,568)

Total assets less current liabilities
  
(50,305,401)
(34,359,238)

  

Net liabilities
  
(50,305,401)
(34,359,238)


Capital and reserves
  

Called up share capital 
  
921
921

Share option reserve
 7 
-
151,342

Capital redemption reserve
 7 
20
20

Capital contribution reserve
 7 
6,132,749
6,132,749

Profit and loss account
 7 
(56,439,091)
(40,644,270)

  
(50,305,401)
(34,359,238)


Page 1

 
ZOMAGEN BIOSCIENCES LIMITED
REGISTERED NUMBER:11475190
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

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 by: 




R Mohan
Director

Date: 3 February 2025

The notes on pages 4 to 8 form part of these financial statements.

Page 2

 

ZOMAGEN BIOSCIENCES LIMITED
 
 
 


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share option reserve
Capital redemption reserve
Capital contribution reserve
Profit and loss account
Total equity


$
$
$
$
$
$



At 1 January 2022
921
151,342
20
6,132,749
(16,772,147)
(10,487,115)



Comprehensive income for the year


Loss for the period
-
-
-
-
(23,872,123)
(23,872,123)





At 1 January 2023
921
151,342
20
6,132,749
(40,644,270)
(34,359,238)



Comprehensive income for the year


Loss for the year
-
-
-
-
(15,946,163)
(15,946,163)


Transfer to/from profit and loss account
-
(151,342)
-
-
151,342
-



At 31 December 2023
921
-
20
6,132,749
(56,439,091)
(50,305,401)



The notes on pages 4 to 8 form part of these financial statements.

Page 3

 
ZOMAGEN BIOSCIENCES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Zomagen Biosciences Limited is a private company, limited by shares, incorporated in England and Wales. The registered office is located at 5 New Street Square, London, United Kingdom, EC4A 3TW and the registered number is 11475190.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

These financial statements are prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” as applied in the context of the small entities regime.
The following principal accounting policies have been applied:

  
2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts

 
2.3

Going concern

The financial statements have been prepared on a going concern basis.

The directors have received confirmation from the parent company, Ventyx Biosciences, that it is their intention to continue to support Zomagen Biosciences Limited for the period covering at least the next 12 months from the date of signing of these accounts.

The parent company directors have prepared a group budget that demonstrates the group’s ability to meet its liabilities as they fall due for a period of at least one year from the approval of these financial statements. Zomagen Biosciences Limited is included within this budget, and the immediate parent company directors have confirmed in writing that Ventyx Biosciences will provide financial support to enable Zomagen Biosciences Limited to continue as a going concern and meet its liabilities as they fall due for a period of at least one year from the date of approval of these financial statements by way of cash injections required to continue operations.

In the event that the existing financial support from Ventyx Biosciences were to change, Zomagen Biosciences Limited may not remain a going concern. The directors do not believe this to be a likely scenario. On this basis, the directors of Zomagen Biosciences Limited have concluded that there are no material uncertainties that may cast doubt on the Company’s ability to continue as a going concern.

On this basis, the directors consider it appropriate to prepare the accounts on the going concern basis.

Page 4

 
ZOMAGEN BIOSCIENCES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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.
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

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 reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
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.

Page 5

 
ZOMAGEN BIOSCIENCES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
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.

 
2.11

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

 
2.12

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD .

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.

Exchange gains and losses are recognised in the profit and loss account.


3.


Employees

The average monthly number of employees, including the directors, during the year was 2 (2022 - 2).

Page 6

 
ZOMAGEN BIOSCIENCES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Fixed asset investments





Investments in subsidiary companies

$



Cost


At 1 January 2023
87,330



At 31 December 2023
87,330





5.


Debtors

2023
2022
$
$


Amounts owed by group undertakings
-
2,197,500

Tax recoverable
2,190,438
2,339

Prepayments and accrued income
2,110,351
368,671

4,300,789
2,568,510


The loan to the subsidiary undertaking was fully impaired during the year, resulting in an impairment charge of $3,037,500.


6.


Creditors: Amounts falling due within one year

2023
2022
$
$

Trade creditors
634,940
1,160,862

Amounts owed to group undertakings
53,103,973
34,442,586

Other creditors
-
205,854

Accruals and deferred income
954,607
2,013,187

54,693,520
37,822,489


Loans from the parent company at the balance sheet date of $53,103,973 (2022 - $34,442,586) are repayable on demand.  The intercompany loan is subject to an interest charge of 5% and loan interest charged in the year was $2,029,165 (2022 - $960,650). 
Included in other creditors is a loan to a fellow subsidiary undertaking of  $205,759 (2022 - $205,759).  This loan is interest free and repayable on demand,

Page 7

 
ZOMAGEN BIOSCIENCES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Reserves

Capital redemption reserve

The capital redemption reserve represents the nominal value of shares which the Company has re-purchased.

Share option reserve

The share option reserve reflects the fair value of options granted charged to profit and loss over the vesting period.

Capital contribution reserve

The capital contribution reserve represents debts waived and other capital contributions by the controlling party for which repayment will not be sought.

Profit and loss account

The profit and loss reserve represents cumulative retained earnings less amounts distributed to shareholders.


8.


Deferred tax

The company has carried forward tax losses of $32,766,790 (2022 - $38,512,171) available for relief against future profits of the business.  No deferred tax asset has been recognised on these losses.


9.


Controlling party

At 31 December 2023, the company is a subsidiary of Ventyx Biosciences, Inc. The smallest group for which consolidated accounts are prepared are for Ventyx Biosciences, Inc. The registered office address of Ventyx Biosciences, Inc is 12790 El Camino Real, Suite 200, San Diego, CA 92130, USA.


10.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2023 was unqualified.

In their report, the auditors drew attention by way of emphasis to the Company's reliance on parent company support to continue as a going concern. Our opinion is not modified in respect of this matter.

The audit report was signed on 4 February 2025 by Stephen Drew (Senior Statutory Auditor) on behalf of CLA Evelyn Partners Limited.

Page 8