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Registered number: 10762171 (England and Wales)
NEOPHORE LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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COMPANY INFORMATION
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S P Over
Oakwood Corporate Secretary Limited
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ZEDRA Audit & Assurance (UK) Limited
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CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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NEOPHORE LIMITED
REGISTERED NUMBER:10762171
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BALANCE SHEET
AS AT 31 MARCH 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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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 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:
The notes on pages 3 to 9 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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Comprehensive income for the year
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Shares issued during the year
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Comprehensive income for the year
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
1.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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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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.
In common with many other biotech companies, the Company relies on multiple rounds of venture financing from investors to fund its activities and the development of products over many years which the Company intends will have future commercial value. As a result, the Company has been loss making in its formative years. This is expected to continue for the foreseeable future. The Company is in the process of seeking additional financing prior to progressing its lead programme into clinical development.
The directors have prepared cash flow forecasts for the period extending beyond 12 months from the date of signing these financial statements. These forecasts show that the total cash in hand from previous financing rounds is sufficient to support the planned activities for a period of at least 12 months from the date of signing these financial statements. On this basis the directors believe that it is appropriate for the Company to prepare its financial statements on a going concern basis.
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Foreign currency translation
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
1.Accounting policies (continued)
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.
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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.
Certain employees of the Company are entitled to participate in the Company's share options plan. The Equity Award Pool from which share options are granted entitles holders of share options to purchase Non-Voting Ordinary Shares.
Share options are granted at the discretion of the board of directors, with the options vesting over a four year period, where 25% of the options will vest after 12 months and the remaining amount monthly thereafter.
In the absence of an available market price for the equity instruments, the value of the share options is determined by the directors in accordance with the paragraph 26.11 of FRS102.
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.
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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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
1.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:
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Small laboratory equipment
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Large laboratory equipment
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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.
The Company recognises costs relating to obtaining patents in profit or loss when incurred. This is on the basis that the Company does not have sufficient evidence at present to support the economic viability of the patents it has obtained. At the point at which future viability is demonstrated patents will be capitalised and subsequently amortised over their deemed useful economic lives.
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Research and development expenditure
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Costs directly attributable to the Company's principal activity and research directives are recognised within research and development expenditure in the Statement of Comprehensive Income in the period in which they are incurred.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
The preparation of financial statements requires management to make judgements, estimates and assumptions that may affect the presentation of information. Estimates and associated assumptions can be based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form a basis for making the judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Valuation and recognition of share based payments
The directors have used their judgement and estimation with regard to the value of share options granted to employees. The lack of an observable market price for equity instruments and the current financial position and performance of the Company have caused the directors to determine that any share based payment expense and corresponding equity reserve would not be material to these financial statements. This is a significant judgement and there is estimation uncertainty associated with this judgement which may have a material impact on the financial statements.
R&D tax credit
Management undertakes an annual assessment to determine the level of R&D activities that qualify for tax credits under applicable HMRC guidelines. Judgement is involved in assessing the recoverable amount of the expected tax credit, where claims have not yet been approved by HMRC as at the balance sheet date. In such cases, management use their judgement and experience of historical claims, current year activity and prevailing legislation, and also engages R&D tax credit specialists to support the assumptions underlying the claim.
The auditors' report on the financial statements for the year ended 31 March 2026 was unqualified.
The audit report was signed on 26 May 2026 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Audit & Assurance (UK) Limited.
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The average monthly number of employees, including directors, during the year was 14 (2025 - 10).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Charge for the year on owned assets
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Investments in subsidiary companies
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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The following was a subsidiary undertaking of the Company:
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185 Alewife Brook Pkwy, Ste 210, Cambridge, MA 02138
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Amounts owed by group undertakings
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Creditors: Amounts falling due within one year
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Other taxation and social security
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Allotted, called up and fully paid
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373,081 (2025 - 373,081) A Ordinary shares of £0.0010 each
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491,590 (2025 - 491,590) B1 Ordinary shares of £0.0010 each
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576,062 (2025 - 576,062 ) B2 Ordinary shares of £0.0010 each
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139 (2025 - 139) Deferred shares of £0.0010 each
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91,502 (2025 - 91,502) Ordinary shares of £0.0010 each
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122,310 (2025 - 122,310) BHC Nonvoting shares of £0.0010 each
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1,073,040 (2025 - 1,073,040) B3 Ordinary shares of £0.0010 each
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85,515 (2025 - 85,515) Non-voting Ordinary shares of £0.0010 each
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Share premium account
Share premium represents the excess paid for shares over their par value, less costs directly attributable to the issue.
Profit and loss account
Profit and loss account represents accumulated losses.
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Post balance sheet events
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There were no adjusting or non-adjusting events occurring between the end of the reporting period and
the date these financial statements were approved.
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