1.
General Information
Biocentis Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
12888938
. The registered office is 22 Glassworks Studios Basing Place, London, E2 8AB.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
The company’s functional and presentation currency is Pounds Sterling (£).
The company’s functional and presentation currency is Pounds Sterling (£).
2.2.
Going Concern Disclosure
Subsequent to the year end, the company completed an investment round which provides funding to support the company’s planned investment activities.
Based on the directors’ current forecasts and taking into account the availability of shareholder support and the funding raised after the year end, the directors believe that the company will have sufficient resources to continue in operational existence for the foreseeable future, being at least twelve months from the date of approval of these financial statements. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.
The financial statements have been prepared on a going concern basis.
The company has incurred losses during the year and has limited operating revenues. However, the directors consider that the going concern basis remains appropriate as the company has continued to receive financial support from its shareholders.
Subsequent to the year end, the company completed an investment round which provides funding to support the company’s planned investment activities.
Based on the directors’ current forecasts and taking into account the availability of shareholder support and the funding raised after the year end, the directors believe that the company will have sufficient resources to continue in operational existence for the foreseeable future, being at least twelve months from the date of approval of these financial statements. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.
2.3.
Intangible Fixed Assets and Amortisation - Other Intangible
Other intangible assets are amortised @20% on written down value basis over its estimated economic life of 5 years.
2.4.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Computer Equipment |
|
2.5.
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.
Basic financial assets
Other financial instruments
Classification of financial liabilities
2.5.
Financial Instruments - continued
Basic financial liabilities
Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.
Investments in subsidiaries are classified as fixed asset investments and are measured at cost less any accumulated impairment losses.
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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial instruments
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Convertible loan notes have been classified as an other financial liability due to a number of the conversion events resulting in a variable discount on conversion to equity, in turn leading to a variable number of equity instruments. Interest accrued on the instrument is recognised within the fair value gain or loss.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
...CONTINUED
Biocentis Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
Basic financial liabilities
Basic financial liabilities, including trade creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. 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 recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. 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 recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
2.6.
Foreign Currencies
Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.7.
Taxation
Taxation represents current tax. Current tax is based on taxable profit for the year and is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
The company has not recognised any deferred tax in the financial statements.
3.
Average Number of Employees
Average number of employees, including directors, during the year was: 1 (2023: NIL)
4.
Intangible Assets
| Other | |||
|---|---|---|---|
| £ | |||
| Cost | |||
| As at 1 January 2024 |
|
||
| Additions |
|
||
| As at 31 December 2024 |
|
||
| Amortisation | |||
| As at 1 January 2024 |
|
||
| Provided during the period |
|
||
| As at 31 December 2024 |
|
||
| Net Book Value | |||
| As at 31 December 2024 |
|
||
| As at 1 January 2024 |
|
||
5.
Tangible Assets
| Computer Equipment | |
|---|---|
| £ | |
| Cost | |
| As at 1 January 2024 |
|
| Additions |
|
| As at 31 December 2024 |
|
...CONTINUED
Biocentis Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
| Depreciation | |
| As at 1 January 2024 |
|
| Provided during the period |
|
| As at 31 December 2024 |
|
| Net Book Value | |
| As at 31 December 2024 |
|
| As at 1 January 2024 |
|
6.
Investments
| Other | |
|---|---|
| £ | |
| Cost | |
| As at 1 January 2024 |
|
| Additions |
|
| As at 31 December 2024 |
|
| Provision | |
| As at 1 January 2024 |
|
| As at 31 December 2024 |
|
| Net Book Value | |
| As at 31 December 2024 |
|
| As at 1 January 2024 |
|
The investments represent the company’s shareholdings in its wholly owned subsidiary undertakings, Biocentis S.r.l. (Italy) and Biocentis USA Corp. These investments are held for the long term and are stated at cost less any accumulated impairment losses.
The company is entitled to exemption from the requirement to prepare group financial statements under section 399 of the Companies Act 2006, as the group headed by the company qualifies as a small group. Accordingly, consolidated financial statements have not been prepared.
The company is entitled to exemption from the requirement to prepare group financial statements under section 399 of the Companies Act 2006, as the group headed by the company qualifies as a small group. Accordingly, consolidated financial statements have not been prepared.
7.
Debtors
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| VAT |
|
|
|
8.
Creditors: Amounts Falling Due Within One Year
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Trade creditors | - |
|
|
| Other taxes and social security |
|
- | |
| Liabilities component of convertible loan notes |
|
|
|
| Accruals and deferred income |
|
|
|
|
|
|
||
9.
Creditors: Amounts Falling Due After More Than One Year
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Other creditors |
|
|
|
Biocentis Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
10.
Share Capital
A total expense of £nil was recognised in respect of share-based payments. The company has recognised an increase to investments of £3,577 in respect of share-based payments granted to employees of its subsidiary. The company recognised reserves of £3,577 in respect of share-based payments.
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Allotted, Called up and fully paid |
|
|
|
Share-based payment
In April 2024, 12,613 equity-settled options were issued to employees of Biocentis Limited's sole subsidiary Biocentis S.r.l. The options have been valued using the Black-Scholes model. 25% of the options will vest on the first anniversary of vesting commencement dates with the remaining 75% of options vesting quarterly thereafter for three years. The options will expire after 15 years.
In April 2024, 12,613 equity-settled options were issued to employees of Biocentis Limited's sole subsidiary Biocentis S.r.l. The options have been valued using the Black-Scholes model. 25% of the options will vest on the first anniversary of vesting commencement dates with the remaining 75% of options vesting quarterly thereafter for three years. The options will expire after 15 years.
|
2024
|
|||
|
Number of options
|
Weighted average exercise price
|
||
|
Options outstanding at the beginning of the period
|
-
|
-
|
|
|
Options granted in the year
|
12.613
|
6.96
|
|
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
|
||
|
Options outstanding at the end of the period
|
12.613
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
<line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
6.96
|
|
A total expense of £nil was recognised in respect of share-based payments. The company has recognised an increase to investments of £3,577 in respect of share-based payments granted to employees of its subsidiary. The company recognised reserves of £3,577 in respect of share-based payments.
11.
Related Party Transactions
Loans received from Neurone Holdings Sàrl
During the year, the company received a series of non-interest bearing loans from the shareholder Neurone Holdings Ltd to finance the ongoing operations of the company. The total amount of loans advanced during the period amounted to €800,000 (approximately £672,622). These advances were made in addition to loans provided in 2022 and 2023 and, taken together, the total amount of shareholder loans outstanding at 31 December 2024 was €1,750,000, equivalent to £1,495,594 at the balance sheet date. The total balance outstanding at the year end is included within creditors falling due after more than one year. These loans were unsecured. Subsequent to the year end, the shareholder loans were converted into equity instruments in connection with the seed investment round completed in October 2025."
12.
Convertible Loan Notes Disclosure
|
2024
|
2023
|
||
|
£
|
£
|
||
|
Liability component of convertible loan notes
|
1,479,218
|
576,080
|
The convertible loan notes were issued at par on 25 November 2022 with a maximum drawdown of €5,000,000 and are carried at fair value through profit or loss. No interest is charged on outstanding loan notes. At the year end, €1,621,671 (2023: €850,000) had been drawn down.
The principal debt converts into shares automatically at the next relevant fund raising, following a change of control, or on the long stop date of 31 December 2025 at a conversion price dependent on the conversion event. The convertible loan notes have been treated as falling due within one year on the basis that the long stop date falls within the next 12 months.
On 19 December 2024 the company entered into a modification agreement with the loan note holders to vary the fixed price at which the loan notes convert into shares at maturity. This change in terms does not constitute a substantial modification and as such the original classification of the loan notes as an "Other Financial Liability" remains unchanged and is not derecognised. There were no costs associated with the modification.
Reclassification of convertible loan notes – prior year adjustment note
During the current year, management has reassessed the classification of the convertible loan notes. In accordance with the requirements of FRS 102 Section 22, they have determined that the loan notes do not meet the conditions to be classified as an equity instrument and, in accordance with Section 12, are required to be measured at fair value through profit or loss. The convertible loan notes contain clauses which necessitate conversion of the loan notes into shares at a fixed discount to the price paid at a relevant fundraising. The variability in the number of shares received on conversion means that the loan notes cannot be classified as an equity instrument. As a consequence, amounts previously included within equity have been reclassified to financial liabilities. The resulting adjustment has been recognised in opening retained earnings as at 1 January 2024.
Reclassification of convertible loan notes – prior year adjustment note
During the current year, management has reassessed the classification of the convertible loan notes. In accordance with the requirements of FRS 102 Section 22, they have determined that the loan notes do not meet the conditions to be classified as an equity instrument and, in accordance with Section 12, are required to be measured at fair value through profit or loss. The convertible loan notes contain clauses which necessitate conversion of the loan notes into shares at a fixed discount to the price paid at a relevant fundraising. The variability in the number of shares received on conversion means that the loan notes cannot be classified as an equity instrument. As a consequence, amounts previously included within equity have been reclassified to financial liabilities. The resulting adjustment has been recognised in opening retained earnings as at 1 January 2024.
The comparative figures presented for the year ended 31 December 2023 have not been restated. However, for information purposes only, the table below sets out how the 2023 balances would have appeared had the revised classification been applied in that year. The statutory financial statements filed for the year ended 31 December 2023 therefore remain unchanged.
|
Balance Sheet as on 1st January 2023
|
Balance Sheet as on 31st December 2023
|
...CONTINUED
Biocentis Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
|
Previously reported
|
Prior year adjustment
|
As restated
|
Previously reported
|
Prior year adjustment
|
As restated
|
||
|
£
|
£
|
£
|
£
|
£
|
£
|
||
|
Fixed Assets
|
Fixed Assets
|
||||||
|
Intangible assets
|
11,596
|
-
|
11,596
|
Intangible assets
|
24,677
|
-
|
24,677
|
|
Investments
|
1,399,165
|
-
|
1,399,165
|
Investments
|
2,187,250
|
-
|
2,187,250
|
|
1,410,761
|
1,410,761
|
2,211,927
|
2,211,927
|
||||
|
Current Assets
|
Current Assets
|
||||||
|
Debtors
|
960
|
-
|
960
|
Debtors
|
1,800
|
-
|
1,800
|
|
Cash in bank
|
257,331
|
-
|
257,331
|
Cash in bank
|
38,354
|
-
|
38,354
|
|
258,291
|
258,291
|
40,154
|
40,154
|
||||
|
Creditors falling due within 1 year
|
-6,854
|
-
|
-6,854
|
Creditors falling due within 1 year
|
-26,764
|
-
|
-26,764
|
|
Net Current Assests
|
251,437.00
|
251,437
|
13,390.00
|
13,390
|
|||
|
Creditors falling due after 1 year
|
218,666
|
-509188
|
727854
|
Creditors falling due after 1 year
|
822971
|
-576080
|
1399051
|
|
Net Assets
|
1,443,532
|
-509,188
|
934,344
|
Net Assets
|
1,402,346
|
-576,080
|
826,266
|
|
Share capital
|
29
|
-
|
29
|
Share capital
|
29
|
-
|
29
|
|
Share premium
|
839,307
|
-
|
839,307
|
Share premium
|
839,307
|
-
|
839,307
|
|
Other reserves
|
646,451
|
-646,451
|
-
|
Other reserves
|
732,509
|
-732,509
|
-
|
|
Profit and loss account
|
-42,255
|
137,263
|
95,008
|
Profit and loss account
|
-169,499
|
156,429
|
-13,070
|
|
Net Shareholder's Fund
|
1,443,532
|
-509,188
|
934,344
|
Net Shareholder's Fund
|
1,402,346
|
-576,080
|
826,266
|
|
Profit and Loss
|
|||||||
|
Previously reported
|
Prior year adjustment
|
As restated
|
|||||
|
£
|
£
|
£
|
|||||
|
Administrative expenses
|
-123,894
|
-
|
-123,894
|
||||
|
Operating Loss
|
-123,894
|
-
|
-123,894
|
||||
...CONTINUED
Biocentis Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
|
Interest payable
|
-3,350
|
-
|
-3,350
|
||||
|
Interest receivable
|
-
|
19,166
|
19,166
|
||||
|
Profit/(Loss) for the year
|
-127,244
|
19,166
|
-108,078
|