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REGISTERED NUMBER: 13287534 (England and Wales)














Unaudited Financial Statements

for the Year Ended 31 March 2024

for

BIOCORTEX LTD

BIOCORTEX LTD (REGISTERED NUMBER: 13287534)

Contents of the Financial Statements
for the year ended 31 March 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


BIOCORTEX LTD

Company Information
for the year ended 31 March 2024







Directors: M Al-Omari
H Kanji
E G R Kliphuis
N Sharma





Registered office: 167-169 Great Portland Street
London
W1W 5PF





Registered number: 13287534 (England and Wales)

BIOCORTEX LTD (REGISTERED NUMBER: 13287534)

Balance Sheet
31 March 2024

2024 2023
as restated
Notes £    £    £    £   
Fixed assets
Intangible assets 4 24,499 608
Tangible assets 5 103,374 43,756
127,873 44,364

Current assets
Debtors 6 814,080 138,799
Cash at bank 582,789 3,508,153
1,396,869 3,646,952
Creditors
Amounts falling due within one year 7 107,788 329,096
Net current assets 1,289,081 3,317,856
Total assets less current liabilities 1,416,954 3,362,220

Capital and reserves
Called up share capital 8 1,716 1,716
Share premium 4,124,002 4,124,002
Retained earnings (2,708,764 ) (763,498 )
Shareholders' funds 1,416,954 3,362,220

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

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

The directors acknowledge their 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.

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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2025 and were signed on its behalf by:





N Sharma - Director


BIOCORTEX LTD (REGISTERED NUMBER: 13287534)

Notes to the Financial Statements
for the year ended 31 March 2024


1. Statutory information

Biocortex 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.

The presentation currency of the financial statements is the Pound Sterling (£).


2. Accounting policies

Basis of preparing the financial statements
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.

Key source of estimation, uncertainty and judgement
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating depreciation. A full line by line review of fixed assets is carried out by management regularly. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

There is estimation uncertainty in calculating deferred tax. A full line by line review of deferred tax is carried out by management regularly. Whilst every attempt is made to ensure that the deferred tax is as accurate as possible, there remains a risk that the provisions do not match the actual tax liability when asset is disposed of.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

Share-based payments, as set out in note 10, have been made to a director of the company. As disclosed in the Share-based payments accounting policy note, the fair value of any vested share options is recognised in the income statement. The fair value of share options is estimated based on the value of ordinary shares at the date of granting the options.

There have been no other significant judgements or estimates applied to the numbers contained within these financial statements.

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

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured
at cost less any accumulated amortisation and any accumulated impairment losses.

Trademarks are being amortised evenly over their estimated useful life of 10 years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Computer equipment - 10% on cost

Government grants
During the year the company was in receipt of government grant income. The company makes claims for grants under a reimbursement model and it receives grant income as compensation for expenses or losses already incurred. The company therefore recognises its grant income in the Income statement in the period in which it becomes receivable.

BIOCORTEX LTD (REGISTERED NUMBER: 13287534)

Notes to the Financial Statements - continued
for the year ended 31 March 2024


2. Accounting policies - continued

Financial instruments
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

BIOCORTEX LTD (REGISTERED NUMBER: 13287534)

Notes to the Financial Statements - continued
for the year ended 31 March 2024


2. Accounting policies - continued

Share based payments
The company operates an equity-settled compensation plan. The fair value of the services received in exchange for the grant of the options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to the intercompany balance because the share options are equity-settled by the parent company Biocortex Inc,.

Going concern
The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however the directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when, they become due and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.

3. Employees and directors

The average number of employees during the year was 13 (2023 - 5 ) .

4. Intangible fixed assets
Patents
and
licences
£   
Cost
At 1 April 2023 690
Additions 24,894
At 31 March 2024 25,584
Amortisation
At 1 April 2023 82
Amortisation for year 1,003
At 31 March 2024 1,085
Net book value
At 31 March 2024 24,499
At 31 March 2023 608

BIOCORTEX LTD (REGISTERED NUMBER: 13287534)

Notes to the Financial Statements - continued
for the year ended 31 March 2024


5. Tangible fixed assets
Computer
equipment
£   
Cost
At 1 April 2023 46,021
Additions 69,207
At 31 March 2024 115,228
Depreciation
At 1 April 2023 2,265
Charge for year 9,589
At 31 March 2024 11,854
Net book value
At 31 March 2024 103,374
At 31 March 2023 43,756

6. Debtors: amounts falling due within one year
2024 2023
as restated
£    £   
Amounts owed by group undertakings 714,174 -
Other debtors 99,906 138,799
814,080 138,799

7. Creditors: amounts falling due within one year
2024 2023
as restated
£    £   
Trade creditors 96,203 123,411
Amounts owed to group undertakings - 200,000
Taxation and social security 11,585 -
Other creditors - 5,685
107,788 329,096

8. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: as restated
£    £   
104,439 Ordinary £0.01 1,044 1,044
6,111 Series Seed-1 £0.01 61 61
61,058 Series Seed-2 £0.01 611 611
1,716 1,716

BIOCORTEX LTD (REGISTERED NUMBER: 13287534)

Notes to the Financial Statements - continued
for the year ended 31 March 2024


9. Related party disclosures

On 27 May 2023, the entire share capital of Biocortex Limited was acquired by Biocortex Inc., resulting in Biocortex Inc. becoming the immediate and the ultimate parent undertaking of the company. Biocortex Inc. is incorporated in the United States with its registered office address being 1209 Orange Street, City of Wilmington, County of New Castle, Delaware, United States, 19801. The parent company is exempt from preparing consolidated financial statements which include the results of Biocortex Limited, therefore consolidated financial statement are not prepared.

10. Share-based payment transactions

The company operates an EMI qualifying share option scheme and during the year the company granted 855,280 (2023: nil) EMI qualifying share options to employees at an average weighted exercise price of £0.00001 per share (2023: nil). During the year 373,814 share options vested (2023: nil), none lapsed (2023: nil) and no options were exercised (2023: nil). At the statement of financial position date, 373,814 vested share options remained exercisable (2023: nil) and 481,466 options had yet to vest (2023: nil). An amount of £148,342 has been charged to the income statement in respect of the EMI qualifying share options (2023: £nil).

The company also operates an unapproved share option scheme and during the year the company granted 208,900 (2023: nil) unapproved share options to contractors at an average weighted exercise price of £0.00001 per share (2023: £nil). During the year 75,001 share options vested (2023: nil), none lapsed (2023: nil) and no options were exercised (2023: nil). At the statement of financial position date, 75,001 vested share options remained exercisable (2023: nil) and 133,899 options had yet to vest (2023: nil). An amount of £23,334 has been charged to the income statement in respect of the unapproved share options (2023: £nil).

The share options generally vest over a 4 year period with a 1 year cliff and are exercisable over the company's Ordinary shares.