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2021-12-31-accounts

Charity Registration No. 1171470

Company Registration No. 10537833 (England and Wales)

ST GEORGE STREET CAPITAL

(A COMPANY LIMITED BY GUARANTEE)

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) LEGAL AND ADMINISTRATIVE INFORMATION

Trustees Professor J F Martin Dr R MacAllister Professor P J Coffey Mr D J Tapolczay Chief Executive Officer Mr D J Tapolczay Charity number 1171470 Company number 10537833 Principal address 2a/2b Thrales End Business Centre Thrales End Lane Harpenden AL5 3NS Registered office Bates Wells 10 Queen Street Place London EC4R 1BE United Kingdom Auditor HW Fisher LLP 11-15 William Road London NW1 3ER United Kingdom Bankers Royal Bank of Scotland 62-63 Threadneedle Street London EC2R 8LA Solicitors Bates Wells 10 Queen Street Place London EC4R 1BE United Kingdom Pinsent Masons 30 Crown Place Earl Street London EC2A 4ES

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) CONTENTS

Page
Trustees' report 1 - 5
Statement of trustees' responsibilities 6
Independent auditor's report 7 - 9
Statement of financial activities 10
Balance sheet 11
Statement of cash flows 12
Notes to the financial statements 13 - 23

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT)

FOR THE YEAR ENDED 31 DECEMBER 2021

The directors (trustees) of St George Street Capital (the charity) present their report and financial statements for the year ended 31 December 2021.

The accounts have been prepared in accordance with the accounting policies set out in note 1 to the accounts and comply with the Charity's articles of association, the Companies Act 2006 and “Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)” (effective from 1 January 2019)

Objectives and activities

The Charity's objects are the advancement of health for public benefit, in particular, but without limitation, by promoting medical research and innovation through supporting scientific and technological discoveries to transition to therapeutic assessment and ultimately to the benefit of patients with current unmet needs.

The Charity seeks to take clinic ready assets that have stalled in the development pipeline of other organisations and, through funding clinical trials, help progress these assets to patients where clinical need exists. The Charity is disease area agnostic and has developed a set of criteria which aid decision-making. The criteria look at partner ability (the likelihood the asset will be licensed by a pharma/biotech company in order that it will reach patients); speed (to ensure therapies have the potential to be accelerated to patients in a reasonable timeframe, for example assets must have normally passed through Ph I trials successfully to be considered); and the potential of such assets to be developed into patient-ready therapies and be made available to those in need at affordable cost.

The Charity’s aims in 2021 were to complete the ARCADIA clinical trial of AZD1656 in COVID19, with a view to partnering AZD1656 if the results of the trial were successful. In addition, the charity aimed to bring in more strategic investment for other assets in order to carry out further clinical trials.

During the 2021 period the Charity’s activities included:

Public Benefit

The trustees confirm that they have referred to the guidance issued by Charity Commission in section 17 under Charities Act 2011 on public benefit when reviewing the Charity’s aims and objectives and in planning the Charity’s activities.

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

Achievements and performance

Against its objectives and activities, the Charity has performed well.

  1. The ARCADIA clinical trial was successfully completed the results being published in the peer reviewed journal The Lancet.

  2. The ARCADIA trial had a number of successes including reduced number of deaths in ill patients suffering Covid-19 in the treatment arm, and reduction of time in hospital for patients suffering Covid-19.

  3. The charity identified and published a new mechanism of human immunology applicable to other diseases as well as Covid-19

  4. Discussions with potential partners for AZD1656 were conducted with several progressing to due diligence stage

  5. Grants were completed on time for male infertility and Long Covid. The grant for male infertility scored very highly on peer review

  6. Funding continued from the ARCADIA investors and UKRI

  7. Cizzle Biotechnology agreement for research funding obtained

  8. Patent submission for new discoveries from ARCADIA clinical trial

  9. Obtained additional licenses for AZD1656 in Hasihmoto’s Thyroiditis, Uveitis, and premature labour

During 2021 the Charity was funded by EML, Conduit Pharmaceuticals Limited and Innovate UK. The Charity entered into an agreement with EML for £7 million of research funding in 2020. £2.508m of which was received in the 2020. During the year, £1.6m has been received from EML. A further £30,000 was received in 2022, and no further funding will be received from EML.

The Charity obtained funding from Innovate UK as part of the UKRI project. During 2021 £2.06m was received from Innovate UK and £166,667 has been received from Cizzle Biotechnology, and £185,000 from Conduit Pharmaceuticals Limited.

Ultimately, the success of the Charity will be determined by the extent to which it is able to bring new therapies to the public at affordable cost and the extent to which those therapies meet unmet need.

Future plans are to raise sufficient further funding to enable the charity to deliver on its objectives of progressing assets to patients, specifically developing the two assets successfully licensed from AstraZeneca.

Fundraising

The charity does not fund raise from the general public.

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

Financial review

Donations of £3,681,127, grants for medical research funding of £351,667 and a loan waiver of £906,154 were made to the Charity during the year.

Charitable expenditure, made in furtherance of the objects of the Charity, amounted to £4,268,197, which resulted in a surplus for the the year of £670,751.

The surplus helped to reduce the deficit on funds carried forward to £1,118,617 at 31 December 2021.

The deficit carried forward can be attributed to a VAT liability of £1,319,797. The charity will be communicating with HMRC to pay the VAT balance off in instalments.

During the year, income from donation & research funding increased from £3,351,318 to £4,938,949. However, this was mainly due to a loan waiver of £906,154.

The expenditure increased slightly from £3,979,784 in 2020 to £4,268,197 in 2021.

Consultancy fees for clinical trial and staff costs was the largest in-house expenditure during the year, which totalled £3,974,280, increasing from £3,342,837 in the year ended 31 December 2020.

Due to substantial increases in income and significantly smaller increase in expenditure, the deficit in the fund reserves reduced to a deficit of £1,118,617 (2020: £1,789,368).

The reduction in the balance sheet deficit is mainly due to a £906,154 loan waiver. This has helped reduce the creditors balance to £1,493,869 (2020: £2,535,790).

The current assets has reduced to £619,977 (2020: £881,239). This is mainly reflective of a reduction to the cash at bank and in hand, which reduced to £88,975 (2020: £257,787).

Reserves Policy

The Charity has a deficit of £1,118,617, and included within this is a deficit of £411,463 on restricted funds and £707,154 on unrestricted funds. The deficit carried forward is mainly attributed to the VAT liability, as noted above. The Charity is being funded by Conduit Pharmaceuticals Limited going forward and hopes to eliminate the deficit on reserves. The Charity will then reconsider its reserves policy.

Risks and Uncertainties

The Trustees have assessed the major risks to which the Charity is exposed and are satisfied that systems are in place to mitigate exposure to the major risks.

In 2021 the principal uncertainties facing the Charity and those facing the charity going forward are:

  1. Whether St George Street Capital would be able to successfully execute on the ARCADIA clinical trial given badging was not obtained in the UK which led to delays in recruitment as fewer hospital in the UK signed up to ARCADIA than was hoped. In order to mitigate this risk, other countries were considered and the decision was taken to obtain regulatory approval to run ARCADIA in Romania and Czech Republic and these recruited during 2021.

  2. Whether Conduit Pharmaceutical Limited can continue to identify funders in order that St George Street Capital can begin the clinical development of more licensed assets to get them to patients. St George Street Capital has now a demonstrably track record of raising funding and taking an asset through a clinical trial successfully. This helps validate the model of the charity and add credibility for the ability of the charity to successfully operate.

  3. Whether the ACRADIA trial would show AZD1656 had a clinical benefit. Whilst the trial did not meet its primary endpoint there were interesting signals in the secondary and exploratory signals, including reduced mortality in the AZD1656 group. These results have enabled St George Street Capital to have advanced discussions with investors.

  4. The continued financial support from Conduit Pharmaceutical Limited. Regular meeting and assurances have been received by the Trustees in relation to this matter, giving confidence to the Trustees that the Charity will continue to be supported.

  5. 3 -

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

The successful signing of a licensing deal with AstraZeneca and successful execution of ARCADIA has improved the position in the eyes of new funders and partners and we are in advanced discussions with investors.

Going Concern

As mentioned above, the Charity is dependent on its funding partners to fund the Charity's clinical trials but as the Charity's activities are not fully funded, it is also reliant on the financial support of Conduit Pharmaceuticals Limited (formerly SGS Global Limited). The validity of such support is dependent upon the ability of Conduit Pharmaceuticals Limited to raise sufficient external funding so that such funding could be made available to the Charity. The Trustees accept that there is some uncertainty over the availability of such funding which may cause a material uncertainty over the Charity's ability to continue as a going concern. Nevertheless, the Trustees have a reasonable expectation that the Charity will be provided with adequate resources to continue in operation for twelve months from the date of approval of these financial statements and consider it appropriate to continue adopting the going concern basis.

Structure, governance and management

The Charity is a company limited by guarantee which is governed by its Memorandum and Articles of Association dated 22 December 2016 as amended on 19 March 2018. The members of the Charity are the trustees, and the guarantee is limited by £1.

The trustees, who are also the directors for the purpose of company law, and who served during the year and up to the date of signature of the financial statements were:

Professor J F Martin (Appointed 22 December 2016 - Chair of Trustees) Dr R MacAllister (Appointed 22 May 2017) Professor P J Coffey (Appointed 22 December 2016) Dr D J Tapolczay (Appointed 7 July 2018)

Trustees are appointed by majority vote of the board of trustees.

Mike Johnson was appointed as Managing Director in February 2018. The MD is in charge of directing and controlling the Charity and running and operating the Charity on a day to day basis. Except for Dr D J Tapolczay (who is remunerated as Chief Executive of the Charity), all trustees give of their time freely and no trustee remuneration was paid in the year. The Charity considers both Dr D J Tapolczay and M Johnson to be key management personnel.

The Charity’s trustees agreed the strategy and direction for the Charity with the MD at board meetings. The trustees are also consulted for their scientific and clinical expertise when selecting which clinical assets to progress, and to confirm that assets under consideration will meet our charitable objective. Day to day operations are delegated to the Chief Executive and the Charity’s staff and the executive plays a significant role in choosing which assets to progress and which pharmaceutical companies the Charity will build relationships with. The Charity has developed decision-making tools to aid in their selection of assets, which align with the charitable objectives. The Charity consults with external experts and key opinion leaders as required.

Trustees have been trained by their peers and the management and by meetings with our expert charity lawyers.

Conflict of Interest awareness has been part of the operation of the Charity.

Key management pay and remuneration

Benchmark data from other medical charities was used to inform the remuneration of the MD and Chief Executive.

Relationships with other charities and organisations

In 2019 the Charity was actively in discussions with large pharmaceutical companies regarding assets that they were no longer publishing. All potential medicines were for high unmet patient need. In August 2019 a licensing agreement was signed with AstraZeneca. Discussions with The Blind Veterans Association are also in progress.

Administrative Information

Principal Office

Bates Wells, 10 Queen Street Place, London EC4R 1BE

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

Charity Number: 1171470 Registered Company Number: 10537833

Auditor

HW Fisher, Acre House, 11-15 William Road, London, NW1 3ER

Bankers

Royal Bank of Scotland, London Threadneedle St. Branch, PO Box 412, 62-63 Threadneedle St., London, EC2R 8LA

Solicitors

Bates Wells, 10 Queen Street Place, London, EC4R 1BE

Pinsent Masons, 30 Crown Place, Earl Street, London, EC2A 4ES

Disclosure of information to auditor

Each of the trustees has confirmed that there is no information of which they are aware which is relevant to the audit, but of which the auditor is unaware. They have further confirmed that they have taken appropriate steps to identify such relevant information and to establish that the auditor is aware of such information.

The trustees' report was approved by the Board of Trustees.

.............................. D Tapolczay Mr D J Tapolczay Trustee Dated: .........................05 Jun 2023

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) STATEMENT OF TRUSTEES' RESPONSIBILITIES

FOR THE YEAR ENDED 31 DECEMBER 2021

The trustees, who are also the directors of St George Street Capital for the purpose of company law, are responsible for preparing the Trustees' Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company Law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Charity and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that year.

In preparing these financial statements, the trustees are required to:

The trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Charity and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF ST GEORGE STREET CAPITAL

Opinion

We have audited the financial statements of St George Street Capital (the ‘Charity’) for the year ended 31 December 2021 which comprise the statement of financial activities, the balance sheet, the statement of cash flows and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to note 21 which highlights a number of prior year adjustments that have been recognised in the financial statements. Our opinion is not modified with respect to that matter.

Material uncertainty relating to going concern

We draw attention to note 1.3 in the financial statements which indicates that the Charity is reliant on the financial support of Conduit Pharmaceuticals Limited and that such support is dependent upon Conduit Pharmaceuticals Limited being able to raise sufficient external funding. These events or conditions, along with the other matters as set out in note 1.3, indicate that a material uncertainty exists which may cast significant doubt on the Charity's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the trustees' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The trustees are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) INDEPENDENT AUDITOR'S REPORT (CONTINUED)

TO THE MEMBERS OF ST GEORGE STREET CAPITAL

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Charity and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report included within the trustees' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the statement of trustees' responsibilities, the trustees, who are also the directors of the Charity for the purpose of company law, are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the trustees are responsible for assessing the Charity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) INDEPENDENT AUDITOR'S REPORT (CONTINUED)

TO THE MEMBERS OF ST GEORGE STREET CAPITAL

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the trustees of the charity.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the charitable company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Carol Rudge Carol Rudge (Senior Statutory Auditor) for and on behalf of HW Fisher LLP

Chartered Accountants Statutory Auditor Acre House 11-15 William Road London NW1 3ER United Kingdom

.........................05 Jun 2023

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2021

Unrestricted
funds
2021
Notes
£
Income from:
Donations and legacies
3
906,154
Charitable activities
4
166,667
Total income
1,072,821
Expenditure on:
Charitable activities
5
-
Other
14, 21
107,649
Total resources expended
107,649
Net income/(expenditure) for the
year/
Net incoming/(outgoing) resources
965,172
Other recognised gains and losses
Other gains or losses
9
-
Net movement in funds
965,172
Fund balances at 1 January
2021
As originally reported
1,156,447
Prior year adjustment
21
(2,828,773)
As restated
(1,672,326)
Fund balances at 31
December 2021
(707,154)		 As restated
As restated
As restated
Restricted
Total
Unrestricted
Restricted
Total
funds
funds
funds
2021
2021
2020
2020
2020
£
£
£
£
£
3,866,127
4,772,281
18,256
3,333,062
3,351,318
-
166,667
-
-
-
3,866,127
4,938,948
18,256
3,333,062
3,351,318
4,160,548
4,160,548
-
3,450,104
3,450,104
-
107,649
529,680
-
529,680
4,160,548
4,268,197
529,680
3,450,104
3,979,784
(294,421)
670,751
(511,424)
(117,042)
(628,466)
-
-
(169)
-
(169)
(294,421)
670,751
(511,593)
(117,042)
(628,635)
-
1,156,447
(1,160,733)
-
(1,160,733)
(117,042)
(2,945,815)
-
-
-
(117,042)
(1,789,368)
(1,160,733)
-
(1,160,733)
(411,463)
(1,118,617)
(1,672,326)
(117,042)
(1,789,368)

The statement of financial activities includes all gains and losses recognised in the year.

All income and expenditure derive from continuing activities.

The statement of financial activities also complies with the requirements for an income and expenditure account under the Companies Act 2006.

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) BALANCE SHEET

AS AT 31 DECEMBER 2021

As restated As restated
2021 2020
Notes £ £ £ £
Fixed assets
Tangible assets 10 937 3,196
Investments 11 - -
937 3,196
Current assets
Debtors 12 531,002 623,452
Cash at bank and in hand 88,975 257,787
619,977 881,239
Creditors: amounts falling due within one year 13 (1,493,869) (2,535,790)
Net current liabilities (873,892) (1,654,551)
Total assets less current liabilities (872,955) (1,651,355)
Provisions for liabilities 14 (245,662) (138,013)
Net liabilities (1,118,617) (1,789,368)
Income funds
Restricted funds 15 (411,463) (117,042)
Unrestricted funds (707,154) (1,672,326)
(1,118,617) (1,789,368)

The financial statements were approved by the Trustees on ......................... D Tapolczay 05 Jun 2023 .............................. Mr D J Tapolczay Trustee

Company Registration No. 10537833

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
Notes
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
19
(168,812)
Net cash used in investing activities
-
Net cash used in financing activities
-
Net (decrease)/increase in cash and cash equivalents
(168,812)
Cash and cash equivalents at beginning of year
257,787
Cash and cash equivalents at end of year
88,975		 £
230,134
-
-
230,134
27,653
257,787

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

1 Accounting policies

Charity information

St George Street Capital is a private company limited by guarantee incorporated in England and Wales.The registered office is 10 Queen Street Place, London, EC4R 1BE, United Kingdom.

1.1 Accounting convention

The financial statements have been prepared in accordance with the Charity's Articles of Association, the Companies Act 2006 and "Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019)". The Charity is a Public Benefit Entity as defined by FRS 102.

The financial statements are prepared in sterling, which is the functional currency of the Charity. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2 Prior period adjustments

The financial statements include prior year adjustments in respect of the year ended 31 December 2020. An explanation of the adjustments and the impact on the financial statements is included at note 21. In addition a Cash Flow Statement was omitted in last year's accounts in error. A Cash Flow Statement has been included this year with comparatives.

1.3 Going concern

The Charity is in a net liability position of £1,118,617 (2020 As restated: £1,789,368). The Charity is dependent on its funding partners to fund the Charity's clinical trials but as the Charity's activities are not fully funded, it is also reliant on the financial support of Conduit Pharmaceuticals Limited (formerly SGS Global Limited).

The validity of such support is dependent upon the ability of Conduit Pharmaceuticals Limited to raise sufficient external funding so that such funding could be made available to the Charity. The Trustees accept that there is some uncertainty over the availability of such funding.

This suggests that a material uncertainty exists that casts doubt upon the ability of the Charity to continue as a going concern.

Nevertheless the Trustees have a reasonable expectation that the Charity will be provided with adequate resources to continue in operation for twelve months from the date of approval of these financial statements and consider it appropriate to continue adopting the going concern basis in preparing the financial statements.

1.4 Charitable funds

Unrestricted funds are available for use at the discretion of the trustees in furtherance of their charitable objectives.

Restricted funds are used for the purposes of developing and performing clinical trials on drugs for medicinal purposes.

1.5 Incoming resources

All income is recognised once the charity has entitlement to the income, there is sufficient certainty or receipt and so it is probable that the income will be received, and the amount of income receivable can be measured reliably.

1.6 Resources expended

Liabilities are recognised as expenditure once there is a legal or constructive obligation committing the charity to that expenditure, it is probable that settlement will be required and the amount of the obligation can be measured reliably.

All expenditure is accounted for on an accruals basis. All expenses, including support costs and governance, are allocated to the one charitable activity in the statement of financial activities.

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

1 Accounting policies

(Continued)

Governance costs comprise all costs involving the public accountability of the charity and its compliance with regulation and good practice.

Irrecoverable VAT is charged in aggregate to the charitable activity.

1.7 Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings Computers

on 25% straight line on 33.33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in net income/(expenditure) for the year.

1.8 Impairment of fixed assets

At each reporting end date, the Charity reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.9 Financial instruments

The Charity 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.

The Charity only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value, with the exception of bank loans which are subsequently measured at amortised cost using the effective interest method.

1.10 Provisions

Provisions are recognised when the Charity has a legal or constructive present obligation as a result of a past event, it is probable that the Charity will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in net income/ (expenditure) in the period in which it arises.

1.11 Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Charity is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12 Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

2 Critical accounting estimates and judgements

In the application of the Charity’s accounting policies, the trustees are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The judgements or estimates that the trustees consider critical to the financial statements are detailed below.

Critical accounting estimates

Provision for VAT penalty

As explained in note 21, the Charity had not accounted for VAT on the supply of services provided to funding partners. The trustees have now recorded a liability for the VAT, together with a provision for the penalties and interest. The trustees have estimated the penalty percentage that is likely to apply in arriving at the latter provision.

Key Judgements

Principal vs Agent

In recognising the prior year adjustment to remove unrestricted income of £2,350,000, the trustees have applied judgement to determine whether the Charity acted as an agent or principal and have come to the conclusion that the Charity acted as an agent.

3 Donations and legacies

Unrestricted
funds
2021
£
Donations and gifts
906,154
Donations and gifts
Donations
-
Medical research funding
-
Loan waiver
906,154
906,154		 Restricted
funds
2021
£
3,866,127
-
3,866,127
-
3,866,127		 As restated
As restated
As restated
Total
Unrestricted
Restricted
Total
funds
funds
2021
2020
2020
2020
£
£
£
£
4,772,281
18,256
3,333,062
3,351,318
-
18,256
-
18,256
3,866,127
-
3,333,062
3,333,062
906,154
-
-
-
4,772,281
18,256
3,333,062
3,351,318		 As restated
As restated
As restated
Total
Unrestricted
Restricted
Total
funds
funds
2021
2020
2020
2020
£
£
£
£
4,772,281
18,256
3,333,062
3,351,318
-
18,256
-
18,256
3,866,127
-
3,333,062
3,333,062
906,154
-
-
-
4,772,281
18,256
3,333,062
3,351,318
18,256
3,333,062
-
3,351,318

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

4
Charitable activities
Unrestricted
2021
£
Medical research funding
166,667
166,667
5
Charitable activities		 As restated
2020
£
-
-
Staff costs
Consultancy fees for clinical trials
Other
Share of support costs (see note 6)
Share of governance costs (see note 6)		 As restated
Restricted
Restricted
2021
2020
£
£
645,903
649,274
3,327,725
2,691,233
652
2,330
3,974,280
3,342,837
53,174
71,237
133,094
36,030
4,160,548
3,450,104		 As restated
Restricted
Restricted
2021
2020
£
£
645,903
649,274
3,327,725
2,691,233
652
2,330
3,974,280
3,342,837
53,174
71,237
133,094
36,030
4,160,548
3,450,104
3,342,837
71,237
36,030
3,450,104

Charitable activities relate to medical research funding.

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

6
Support costs
Support costs
Governance
costs
£
£
Depreciation
2,259
-
Office rent
806
-
Bank charges
1,480
-
Other expenses
607
-
IT expenses
8,000
-
Travel and subsistence
6,314
-
Insurance
30,391
-
Telephone
3,317
-
Audit fees
-
112,563
Independent examination
fees - underaccrual
-
7,290
Legal and professional fees
-
13,241
53,174
133,094		 2021
Support costs
Governance
costs
£
£
£
2,259
3,691
-
806
14,684
-
1,480
1,375
-
607
4,899
-
8,000
7,087
-
6,314
18,374
-
30,391
12,890
-
3,317
8,237
-
112,563
-
6,720
7,290
-
6,000
13,241
-
23,310
186,268
71,237
36,030		 2020
£
3,691
14,684
1,375
4,899
7,087
18,374
12,890
8,237
6,720
6,000
23,310
107,267

Governance costs includes payments and accrued costs excluding VAT to the Auditors of £112,563 (2020: £6,720) and £7,290 for other services (2020: £6,000).

7 Trustees

One (2020: Two) of the trustees received reimbursed expenses of £11,781 (2020: £74,070) relating to travel and subsistence costs from the charity during the year.

One trustee received remuneration as Chief Executive of the Charity, as agreed with the Charity Commission.

8 Employees

The average monthly number of employees during the year was:

Employees
Employment costs
Wages and salaries
Social security costs
Other pension costs		 2021
Number
5
2021
£
519,082
61,474
65,347
645,903		 2020
Number
5
2020
£
523,306
62,283
63,685
649,274

The number of employees whose annual remuneration was £60,000 or more were:

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

8 Employees (Continued)
2021 2020
Number Number
£60,000 - £100,000 2 2
£100,001 - £120,000 1 1
£180,001 - £200,000 1 1
9 Other gains or losses
Unrestricted
funds
2020
£
Foreign exchange gains 169
10 Tangible fixed assets
Fixtures and Computers Total
fittings
£ £ £
Cost
At 1 January 2021 7,500 5,503 13,003
At 31 December 2021 7,500 5,503 13,003
Depreciation and impairment
At 1 January 2021 4,688 5,119 9,807
Depreciation charged in the year 1,875 384 2,259
At 31 December 2021 6,563 5,503 12,066
Carrying amount
At 31 December 2021 937 - 937
At 31 December 2020 2,812 384 3,196

11 Fixed Asset Investments

The unlisted investment represents 225 Ordinary shares of £0.0001 (11.25% shareholding) in Conduit Pharmaceuticals Limited (formerly SGS Global Limited), incorporated in Grand Cayman.

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

12 Debtors

Debtors
Amounts falling due within one year:
Other debtors
Prepayments and accrued income
Creditors: amounts falling due within one year
Other taxation and social security
Trade creditors
Amounts owed to connected company
Accruals		 As restated
2021
2020
£
£
60,504
102,055
470,498
521,397
531,002
623,452
As restated
2021
2020
£
£
1,136,781
809,802
176,266
805,074
-
906,154
180,822
14,760
1,493,869
2,535,790
2,535,790

13 Creditors: amounts falling due within one year

The loan was from Conduit Pharmaceuticals Limited, and was non interest bearing and repayable on demand. This was waived during the year.

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

14
Provisions for liabilities
Provision for VAT penalties and interest
Movements on provisions:
At 1 January 2021
Additional provisions in the year
At 31 December 2021		 2021
2020
£
£
245,662
138,013
Provision for VAT
penalties and
interest
£
138,013
107,649
245,662		 2020
£
138,013
245,662

Provisions relate to penalties and interest on overdue VAT liabilities owed to HMRC.

15 Restricted funds

The income funds of the charity include restricted funds comprising the following unexpended balances of donations and grants held on trust for specific purposes:

Movement in funds Movement in funds Movement in funds Movement in funds
As restated As restated As restated
Incoming Resources Balance at Incoming Resources Balance at
resources expended 1 January 2021 resources expended 31 December
2021
£ £ £ £ £ £
Funding for clinical trials 3,333,062 (3,450,104) (117,042) 3,866,127 (4,160,548) (411,463)

The deficit on restricted funds carried forward is as a result of prior year and current year adjustments relating to penalties and interest on overdue VAT liabilities owed to HMRC.

16 Analysis of net assets between funds

Unrestricted
funds
2021
£
Fund balances at 31
December 2021 are
represented by:
Tangible assets
937
Current assets/(liabilities)
(462,428)
Provisions
(245,662)
(707,153)		 Restricted
funds
Total
Unrestricted
funds
2021
2021
2020
£
£
£
-
937
3,196
(411,464)
(873,892)
(1,537,509)
-
(245,662)
(138,013)
(411,464)
(1,118,617)
(1,672,326)		 Restricted
funds
Total
2020
2020
£
£
-
3,196
(117,042)
(1,654,551)
-
(138,013)
(117,042)
(1,789,368)

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

17 Related party transactions

D J Tapolczay, a trustee and the Chief Executive Officer of the charity, is a director of Conduit Pharmaceuticals Limited (formerly SGS Global), a company incorporated in the Cayman Islands.

The charity holds 11.25% investment of the issued share capital of Conduit Pharmaceuticals Limited.

During the period, a loan owed to Conduit Pharmaceuticals Limited of £906,154 (2020: £906,154) was waived.

During the period, the charity held 1.1bn shares at £0.001 per share in Vela Technologies Plc on behalf of Conduit Pharmaceuticals Limited, who had beneficial ownership. These shares were transferred into the name of Conduit Pharmaceuticals Limited on 14 September 2021.

18 Events after the reporting date

Post the balance sheet date, the Charity (the "borrower") has entered into an loan agreement with Conduit Pharmaceuticals Limited (the "lender") who have agreed to advance up to £500,000, of which the Charity has drawn down £476,000. The loan is unsecured, non interest bearing and repayable by 30 September 2023.

19
Cash generated from operations
2021
£
Surplus/(deficit) for the year
670,751
Adjustments for:
Foreign exchange differences
-
Depreciation and impairment of tangible fixed assets
2,259
Movements in working capital:
Decrease/(increase) in debtors
92,450
(Decrease)/increase in creditors
(1,041,921)
(Decrease) in provisions
107,649
Cash (absorbed by)/generated from operations
(168,812)
20
Analysis of changes in net funds
The Charity had no debt during the year.		 2020
£
(628,466)
(169)
3,691
(622,417)
1,339,482
138,013
230,134

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

21 Prior period adjustment

The financial statements include a number of prior year adjustments.

The first represents a reclassification of £906,154 owed to a connected company, which was incorrectly offset against a debtor balance with the same connected company, back to creditors.

The second related to unrestricted income of £2,350,000 in the year ended 31 December 2020, which had corresponding entries to fixed asset investments on acquisition of £1,100,000 (with a subsequent impairment loss of £352,000), and amounts owed by connected company of £1,250,000. These transactions should not have been recognised in the financial statements, on the basis St George Street Capital acted as an agent and not principal in this transaction, and have accordingly been removed.

The third relates to VAT whereby St George Street Capital had not accurately accounted for VAT on the supply of services with funding partners. An adjustment for £809,802 to account for the VAT liability has been recognised within creditors, and £138,013 has been accounted for within provisions for potential penalties and interest owed to HMRC.

The fourth relates to £2,508,810 being incorrectly recognised as unrestricted income, which should have been recognised within restricted income. A corresponding adjustment to reclassify £2,207,717 of expenses from unrestricted to restricted expenditure has also been recognised.

Changes to the balance sheet

As
Fixed assets
Investments
Current assets
Debtors due within one year
Creditors due within one year
Taxation
Other creditors
Provisions for liabilities
Other provisions
Net assets
Capital funds
Income funds
Restricted funds
Unrestricted funds
Total equity		 At 31 December 2020
previously
reported
Adjustment
As restated
£
£
£
748,000
(748,000)
-
967,298
(343,846)
623,452
-
(809,802)
(809,802)
(819,834)
(906,154)
(1,725,988)
-
(138,013)
(138,013)
1,156,447
(2,945,815)
(1,789,368)
-
(117,042)
(117,042)
1,156,447
(2,828,773)
(1,672,326)
1,156,447
(2,945,815)
(1,789,368)

ST GEORGE STREET CAPITAL (A COMPANY LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

21 Prior period adjustment (Continued)
At 31 December 2020
As previously Adjustment As restated
reported
£ £ £
Fixed assets
Changes to the profit and loss account
Period ended 31 December 2020
As previously Adjustment As restated
reported
£ £ £
Income from:
Donations and legacies 1,260,643 2,090,675 3,351,318
Charitable activities 4,858,810 (4,858,810) -
6,119,453 (2,768,135) 3,351,318
Expenditure on:
Charitable activities 3,450,104 - 3,450,104
Other - 529,680 529,680
(3,450,104) (529,680) (3,979,784)
Other gains and losses (352,169) 352,000 (169)
Net movement in funds 2,317,180 (2,945,815) (628,635)

Included within other is overdue VAT, penalties and interest.