Caseware UK (AP4) 2023.0.135 2023.0.135 2024-12-312024-12-312025-05-08true25false2024-01-01false30trueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 12747523 2024-01-01 2024-12-31 12747523 2023-01-01 2023-12-31 12747523 2024-12-31 12747523 2023-12-31 12747523 2023-01-01 12747523 c:PriorPeriodIncreaseDecrease 2023-01-01 2023-12-31 12747523 1 2024-01-01 2024-12-31 12747523 e:Director7 2024-01-01 2024-12-31 12747523 c:Buildings c:LongLeaseholdAssets 2024-01-01 2024-12-31 12747523 c:Buildings c:LongLeaseholdAssets 2024-12-31 12747523 c:Buildings c:LongLeaseholdAssets 2023-12-31 12747523 c:ComputerEquipment 2024-01-01 2024-12-31 12747523 c:OtherPropertyPlantEquipment 2024-01-01 2024-12-31 12747523 c:OtherPropertyPlantEquipment 2024-12-31 12747523 c:OtherPropertyPlantEquipment 2023-12-31 12747523 c:OtherPropertyPlantEquipment c:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 12747523 c:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 12747523 c:CurrentFinancialInstruments 2024-12-31 12747523 c:CurrentFinancialInstruments 2023-12-31 12747523 c:CurrentFinancialInstruments c:WithinOneYear 2024-12-31 12747523 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 12747523 c:ShareCapital 2024-12-31 12747523 c:ShareCapital 2023-12-31 12747523 c:ShareCapital 2023-01-01 12747523 c:OtherMiscellaneousReserve 2024-12-31 12747523 c:OtherMiscellaneousReserve 1 2024-01-01 2024-12-31 12747523 c:OtherMiscellaneousReserve 2023-12-31 12747523 c:OtherMiscellaneousReserve c:PriorPeriodIncreaseDecrease 2023-01-01 2023-12-31 12747523 c:OtherMiscellaneousReserve 2023-01-01 12747523 c:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 12747523 c:RetainedEarningsAccumulatedLosses 2024-12-31 12747523 c:RetainedEarningsAccumulatedLosses 1 2024-01-01 2024-12-31 12747523 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12747523 c:RetainedEarningsAccumulatedLosses 2023-12-31 12747523 c:RetainedEarningsAccumulatedLosses c:PriorPeriodIncreaseDecrease 2023-01-01 2023-12-31 12747523 c:RetainedEarningsAccumulatedLosses 2023-01-01 12747523 e:OrdinaryShareClass1 2024-01-01 2024-12-31 12747523 e:OrdinaryShareClass1 2024-12-31 12747523 e:OrdinaryShareClass1 2023-12-31 12747523 e:FRS102 2024-01-01 2024-12-31 12747523 e:AuditExempt-NoAccountantsReport 2024-01-01 2024-12-31 12747523 e:FullAccounts 2024-01-01 2024-12-31 12747523 e:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 12747523 c:WithinOneYear 2024-12-31 12747523 c:WithinOneYear 2023-12-31 12747523 c:BetweenOneFiveYears 2024-12-31 12747523 c:BetweenOneFiveYears 2023-12-31 12747523 c:MoreThanFiveYears 2024-12-31 12747523 c:MoreThanFiveYears 2023-12-31 12747523 2 2024-01-01 2024-12-31 12747523 c:ShareCapital 1 2024-01-01 2024-12-31 12747523 f:PoundSterling 2024-01-01 2024-12-31 12747523 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2023-01-01 2023-12-31 12747523 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2023-01-01 12747523 c:PreviouslyStatedAmount 2023-01-01 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 12747523









TRANSITION BIO LIMITED

UNAUDITED

FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

 
TRANSITION BIO LIMITED
REGISTERED NUMBER: 12747523

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
3,347,225
2,811,331

Current assets
  

Debtors: amounts falling due within one year
 5 
1,299,408
1,514,268

Cash at bank
  
27,152
418,136

  
1,326,560
1,932,404

Current liabilities
  

Creditors: amounts falling due within one year
 6 
(23,182,526)
(15,974,412)

Net current liabilities
  
 
 
(21,855,966)
 
 
(14,042,008)

  

Net liabilities
  
(18,508,741)
(11,230,677)


Capital and reserves
  

Called up share capital 
 7 
1
1

Other reserves
  
1,582
-

Profit and loss account
  
(18,510,324)
(11,230,678)

  
(18,508,741)
(11,230,677)


Page 1

 
TRANSITION BIO LIMITED
REGISTERED NUMBER: 12747523

BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 income and retained earnings 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: 






................................................
Mr M Kulander
Director

Date: 8 May 2025

The notes on pages 4 to 9 form part of these financial statements.

Page 2

 
TRANSITION BIO LIMITED
 

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


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

£
£
£
£


At 1 January 2023 (as previously stated)
1
-
(5,969,075)
(5,969,074)

Prior year adjustment - correction of error
-
-
34,534
34,534


At 1 January 2023 (as restated)
1
-
(5,934,541)
(5,934,540)



Loss for the year
-
-
(5,296,137)
(5,296,137)



At 1 January 2024
1
-
(11,230,678)
(11,230,677)



Loss for the year
-
-
(7,279,646)
(7,279,646)

EMI Share options
-
1,582
-
1,582


At 31 December 2024
1
1,582
(18,510,324)
(18,508,741)


The notes on pages 4 to 9 form part of these financial statements.

Page 3

 
TRANSITION BIO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Transition Bio Limited is a private Company limited by shares, incorporated in England and Wales within the United Kingdom. The address of the registered office is Eastbrook, Shaftesbury Road, Cambridge,  CB2 8DU. This Company is part of a group.

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 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 has net liabilities of £18,709,793 and net current liabilities of £22,057,018. The Company is therefore only able to continue to trade with the ongoing support of its parent company, Transition Bio Inc. Transition Bio Inc has indicated that it has no intention of withdrawing its support, nor does it have any intention of demanding repayment of the loan provided to the Company (note 12) in the foreseeable future. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the withdrawal of this support. 

 
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.

 
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

 
TRANSITION BIO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

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.

 
2.7

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.

 
2.8

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 corporation 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.


Page 5

 
TRANSITION BIO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

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.

Depreciation is provided on the following basis:

Long-term leasehold property
-
not depreciated
Computer equipment
-
20%
straight-line basis
Lab equipment
-
20%
straight-line basis

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.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.10

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.

 
2.11

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.


Employees

The average monthly number of employees, including directors, during the year was 25 (2023 - 30).

Page 6

 
TRANSITION BIO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Tangible fixed assets





Long-term leasehold property
Other fixed assets
Total

£
£
£



Cost 


At 1 January 2024
1,337,599
2,147,671
3,485,270


Additions
-
1,218,740
1,218,740



At 31 December 2024

1,337,599
3,366,411
4,704,010



Depreciation


At 1 January 2024
-
673,939
673,939


Charge for the year on owned assets
-
682,846
682,846



At 31 December 2024

-
1,356,785
1,356,785



Net book value



At 31 December 2024
1,337,599
2,009,626
3,347,225



At 31 December 2023
1,337,599
1,473,732
2,811,331

Page 7

 
TRANSITION BIO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Debtors

2024
2023
£
£


Trade debtors
55,887
-

Other debtors
1,213,856
1,413,560

Prepayments and accrued income
29,665
100,708

1,299,408
1,514,268



6.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
2,092,461
479,456

Other taxation and social security
231,372
73,665

Other creditors
20,060,090
14,792,636

Accruals
798,603
628,655

23,182,526
15,974,412



7.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



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



8.


Share-based payments

During previous years, 158,222 options were granted over shares in Transition Bio Inc, the parent company of Transition Bio Limited. All options have been exercised as at the year end, with settlement in Transition Bio Inc.
The fair value of the options was measured by the Company using a open market value based model as it was considered that this approach would result in a materially accurate estimate of the fair value of options granted.
As at the year end, a charge totalling £1,582 (2023 - £Nil) was recognised within the profit and loss account.






Page 8

 
TRANSITION BIO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £148,242 (2023 - £168,395). Contributions totalling £Nil (2023 - £20,526) were payable to the fund at the balance sheet date.


10.


Commitments under operating leases

At 31 December 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
484,146
484,146

Later than 1 year and not later than 5 years
1,936,584
1,936,584

Later than 5 years
1,170,020
1,654,166

3,590,750
4,074,896


11.


Related party transactions

During the year the Company operated a loan with Transition Bio Inc, the ultimate parent of the Company. The amount payable to Transition Bio Inc at the year end was £20,060,090 (2023 - £14,772,110). This loan is interest free and repayable on demand.


Page 9