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Registered number: 10793871
SHIFT BIOSCIENCE LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 JUNE 2025
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SHIFT BIOSCIENCE LIMITED
REGISTERED NUMBER: 10793871
BALANCE SHEET
AS AT 30 JUNE 2025
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Debtors: amounts falling due within one year
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Current asset investments
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Creditors: amounts falling due after more than one year
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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.
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SHIFT BIOSCIENCE LIMITED
REGISTERED NUMBER: 10793871
BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2025
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 profit and loss account 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 of Directors and were signed on its behalf by:
The notes on pages 3 to 11 form part of these financial statements.
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SHIFT BIOSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Shift Bioscience Limited (the "Company") is a private company limited by shares and incorporated in England and Wales. The Company’s registered office is Salisbury House, Station Road, Cambridge, CB1 2LA and its principal trading address is The Gurdon Institute, Tennis Court Rd, Cambridge, CB2 1QN.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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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 following principal accounting policies have been applied:
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentational currency is Sterling.
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.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within either 'Interest Receivable' or 'Interest Payable'. All other foreign exchange gains and losses are presented in profit or loss within 'Administrative Expenses'.
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OPERATING LEASES: THE COMPANY AS LESSEE
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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SHIFT BIOSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.ACCOUNTING POLICIES (CONTINUED)
Research and development expenditure is written off in the period in which it is incurred.
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 Profit and Loss Account in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
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.
DEFINED CONTRIBUTION PENSION SCHEME
The Company operates a defined contribution pension scheme for its employees. A defined contribution pension scheme 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 Other Creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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SHIFT BIOSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.ACCOUNTING POLICIES (CONTINUED)
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.
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.
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.
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.
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SHIFT BIOSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.ACCOUNTING POLICIES (CONTINUED)
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TANGIBLE FIXED ASSETS (CONTINUED)
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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:
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.
Current asset investments are cash balances held in deposit accounts where the funds are not accessible to the Company within twenty four hours without forfeiting interest.
Short-term debtors are measured at transaction price, less any impairment.
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CASH AND CASH EQUIVALENTS
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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.
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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SHIFT BIOSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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The preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may be different from these estimates.
Information about assumptions and estimation uncertainties that have significant risk of resulting in material adjustment within the next financial year are included below. Critical judgements that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
Share-based payment charge
The share-based payment charge, which is calculated by using the Black-Scholes Option Pricing model, involves the use of several assumptions, such as the risk-free rate and volatility, along with the probability that the options will become exercisable. Variations in these inputs to the model can yield significant differences in outputs. The share-based payment charge for the Company for the year amounted to £1,623,146 (2024 - £90,599).
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The average monthly number of employees, including the Directors, during the year was 18 (2024 - 11).
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Charge for the year on owned assets
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SHIFT BIOSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Depreciation charge for the year
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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SHIFT BIOSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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UK Corporation Tax receivable
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Prepayments and accrued income
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CURRENT ASSET INVESTMENTS
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Cash funds on deposit are shown as investments due to the notice period on the account. Notice of withdrawal of these accounts had been given as at 30 June 2025 and they were due to be received, with interest, on 20th August and 23rd September 2025.
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Obligations under finance lease and hire purchase contracts
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Other taxation and social security
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Accruals and deferred income
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Included within other creditors is a year end pension liability of £6,847 (2024 - £3,055).
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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Obligations under finance leases and hire purchase contracts
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SHIFT BIOSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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HIRE PURCHASE AND FINANCE LEASES
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Minimum lease payments under hire purchase fall due as follows:
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Obligations under finance lease and hire purchase contracts are secured over the related assets.
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ALLOTTED, CALLED UP AND FULLY PAID
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190,769 (2024 - 190,769) Ordinary shares of £0.00001 each
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113,460 (2024 -102,460) Series Seed shares of £0.00001 each
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On 28 December 2024, 10,800 £0.00001 Series Seed shares were issued at par value.
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COMMITMENTS UNDER OPERATING LEASES
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At 30 June 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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SHIFT BIOSCIENCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Share options are granted to employees in accordance with the Company's Enterprise Management Incentives (EMI) share option scheme whereas non-EMI options are granted to consultants or non-executive directors. Under the terms of the schemes, the vesting condition is contingent on continued service of the employee or services provided by external parties. The total share-based payment charge will be re-assessed at each subsequent balance sheet date based on the number of share options that are expected to vest.
In accordance with FRS102 Share Based Payments, the Company is required to recognise an expense for the services received by the Company in exchange for shares. The fair value of the share options at issuance was determined using a Black Scholes option pricing model. The Company opts to recognise the shared-based payment within the Profit and Loss account rather than maintian a distinct Share Options Reserve.
During the year 10,800 share options were exercised at par value with the total fair value on the exercise date being £905,040.
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Forfeited during the year
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Exercised during the year
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OUTSTANDING AT THE END OF THE YEAR
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Option pricing model used
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Weighted average share price (pence)
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Weighted average contractual life (years)
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