Registered number: 09331313
OXULAR LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
|
OXULAR LIMITED
COMPANY INFORMATION
|
T Cavanagh (resigned 31 July 2023)
|
|
D Chaya Moghrabi (resigned 31 January 2023)
|
|
|
|
|
|
|
|
|
|
|
|
M Gaffney (appointed 5 September 2023)
|
|
K Macleod (appointed 31 January 2023)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Cowper Kreston Audit
|
|
Chartered Accountants and Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OXULAR LIMITED
CONTENTS
|
|
|
|
Independent auditor's report
|
|
Consolidated Statement of Profit or Loss and Other Comprehensive Income
|
|
Consolidated statement of financial position
|
|
Company statement of financial position
|
|
Consolidated statement of changes in equity
|
|
Company statement of changes in equity
|
|
Consolidated statement of cash flows
|
|
Notes to the consolidated financial statements
|
|
|
|
|
OXULAR LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023
The directors present their report and the financial statements for the year ended 31 October 2023.
The directors who served during the year were:
T Cavanagh (resigned 31 July 2023)
|
D Chaya Moghrabi (resigned 31 January 2023)
|
|
|
|
|
|
M Gaffney (appointed 5 September 2023)
|
K Macleod (appointed 31 January 2023)
|
Directors' responsibilities statement
|
The directors are responsible for preparing the Directors' report and the consolidated financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.
Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The loss for the year, after taxation, amounted to £11,668,533 (2022 - £13,387,793).
The directors declared that no dividend is to be paid (2022: £Nil).
Page 1
|
OXULAR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
Disclosure of information to auditor
|
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
The auditor, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 2
|
OXULAR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OXULAR LIMITED
We have audited the financial statements of Oxular Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 October 2023 which comprise the Consolidated statement of profit or loss and other comprehensive income, the Consolidated statement of financial position, the Company Statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company Statement of changes in equity and the related notes, including a summary of significant accounting policies set out on pages 14 - 18. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.
In our opinion:
∙the financial statements give a true and fair view of the state of the Group's and the parent Company's affairs as at 31 October 2023 and of the Group's loss for the year then ended;
∙the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 Group and the parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
Conclusions relating to going concern
|
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's and the parent Company's ability to continue to adopt the going concern basis of accounting included:
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 3
|
OXULAR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OXULAR LIMITED (CONTINUED)
The other information comprises the information included in the Annual report, other than the financial statements and our auditor's report thereon. The directors 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.
Opinion on other matters prescribed by the Companies Act 2006
|
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' 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:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement on page 1, the directors 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 directors 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 directors are responsible for assessing the Group's and the parent Company'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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Page 4
|
OXULAR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OXULAR LIMITED (CONTINUED)
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.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Enquiry of management and those charged with governance to identify any material instances of non compliance with laws and regulations;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws
∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Page 5
|
OXULAR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OXULAR LIMITED (CONTINUED)
This report is made solely to the 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 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Sue Staunton MA FCA CF (Senior Statutory Auditor)
for and on behalf of
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor
2 Chawley Park
Cumnor Hill
Oxford
Oxfordshire
OX2 9GG
6 February 2024
Page 6
|
OXULAR LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2023
|
|
|
Total comprehensive income
|
|
|
|
The notes on pages 14 to 30 form part of these financial statements.
|
Page 7
|
OXULAR LIMITED
REGISTERED NUMBER: 09331313
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements on pages 9 to 33 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 14 to 30 form part of these financial statements.
Page 8
|
OXULAR LIMITED
REGISTERED NUMBER: 09331313
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
The Company's loss for the year was £11,785,797 (2022 - £13,724,773).
The financial statements on pages 9 to 33 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 14 to 30 form part of these financial statements.
Page 9
|
OXULAR LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023
|
|
|
|
|
Total attributable to equity holders of parent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total attributable to equity holders of parent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Correction of historic share capital difference
|
|
|
|
|
|
|
Correction of historic share premium difference
|
|
|
|
|
|
|
Total contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 14 to 30 form part of these financial statements.
|
Page 10
|
OXULAR LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
Correction of historic share capital difference
|
|
|
|
|
|
Correction of historic share premium difference
|
|
|
|
|
|
Total contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 23 to 35 form part of these financial statements.
|
Page 11
|
OXULAR LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2023
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment
|
|
|
|
Reversal of impairment loss on trade receivables
|
|
|
|
|
|
|
|
|
|
|
|
Loss on sale of property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
Movements in working capital:
|
|
|
|
Decrease/(increase) in trade and other receivables
|
|
|
|
(Decrease)/increase in trade and other payables
|
|
|
|
Cash generated from operations
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
|
Cash flows from investing activities
|
|
|
|
Purchases of property, plant and equipment
|
|
|
|
Proceeds from disposal of property, plant and equipment
|
|
|
|
|
|
|
|
Net cash from/(used in) investing activities
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid on convertible loan notes
|
|
|
|
Net cash from/(used in) financing activities
|
|
|
|
Net decrease in cash and cash equivalents
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of year
|
|
|
|
Cash and cash equivalents at the end of the year
|
|
|
|
The notes on pages 14 to 30 form part of these financial statements.
Page 12
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
Oxular Limited (the 'Company') is a limited company incorporated in England and Wales. The Company's registered office is at Magdalen Centre, Robert Robinson Avennue, Oxford, England, OX4 4GA. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in the activity of research and development of natural sciences and engineering.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom and International Accounting Standards issued by he International Accounting Standards Board. The financial statements have been prepared on a going concern basis and under the historical cost convention.
The presentation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement on areas where assumptions and estimates are significant to the financial statements. These are detailed in note 5.
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the financial periods presented, unless otherwise stated.
New standards, amendments and interpretations
There have been no new international reporting standards ,amendments and interpretations that have had a material impact on the Company for the year ended 31 October 2023.
Classification of liabilities as current or non-current (amendments to IAS 1)
The amendments, as issued in 2020 and 2022, aim to clarify the requirements on determining whether a liability is current or non-current, and require new disclosures for non-current liabilties that are subject to future convenants.
Effective for annual reporting periods beginning on or after 1 January 2024.
The Company adopted the amendment for the first time in the 2022 annual financial statements. The impact of this amendment will depend on the nature of debt and other liabilities arising.
Disclosure of Accounting Policies (amendmens to IAS 1 and IFRS Practice Statement 2)
The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures.
Effective for annual reporting periods beginning on or after 1 January 2024.
The Company does not expect this amendment will have a material impact on the Group.
Definition of Accounting Estimates (amendments to IAS 8)
The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events.
Effective for annual reporting periods beginning on or after 1 January 2024.
The Company does not expect this amendment will have a material impact on the Group.
Page 13
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
|
Functional and presentation currency
|
These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
Foreign Currency
In preparing the financial statements of the Company, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried a fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
For the purpose of presenting these financial statements, the assets and liabilities of the Group and Company's foreign operations are translated into pounds using the exchange rate prevailing at the end of each reporting period. Income and expense items are translated at the exchange rates at the dates of the transactions.
4.Accounting policies
The financial statements have been prepared on the going concern basis, which assumes that the Group will continue in operations for the foreseeable future.
There was a loss for the year ended 31 October 2023 of £13,362,798 (2022: £13,387,793) and at 31 October 2023 the Group had cash and cash equivalents of £7,001,593 (2022: £9,871,145). The Group has net assets as at 31 October 2023 of £558,975 (2022: £3,228,092). The Directors believe that the Group has sufficient cash to fund its operations for at least 12 months beyond the date of signing these financial statements. The directors believe it is appropriate to adopt the going concern basis of accounting.
Based on the above, the Directors are of the opinion that the going concern principle is applicable and that the Group has the necessary resources to continue as a going concern for the foreseeable future.
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
∙has power over the investee;
∙is exposed, or has rights, to variable returns from its involvement with the investee; and
∙has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
∙potential voting rights held by the Company, other vote holders or other parties;
Page 14
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
4.Accounting policies (continued)
|
|
Basis of consolidation (continued)
|
∙rights arising from other contractual arrangements; and
∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
|
Changes in the Group's ownership interests in existing subsidiaries
|
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Page 15
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
4.Accounting policies (continued)
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate.
Research costs are written off to the Statement of Profit or Loss and Other Comprehensive Income in the period in which they are incurred. All research costs, whether funded by grant or not, are included within Research and Development costs on the face of the Statement of Profit or Loss and Other Comprehensive Income.
All ongoing development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory and other uncertainities inherent in the development of the Company's programmes, the criteria for development costs to be recognised as an asset, as prescribed by IAS 38, "Intangible assets", are not met until the product has been submitted for regulatory approval, such approval has been received and it is probable that future economic benefit will flow to the entity.
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 21.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Research and development tax credits are accounted for under the accruals model. Research and development expenditure tax credits are credited to the Statement of Profit and Loss and Other Comprehensive Income in the year in which the related cost is incurred.
Page 16
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
4.Accounting policies (continued)
|
|
Property, plant and equipment
|
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
|
|
Trade and other receivables
|
Trade receivables are recognised initially at fair value and subsequently held at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the Statement of Profit and Loss and Other Comprehensive Income within administrative expenses.
|
|
Cash and cash equivalents
|
Cash and cash equivalents include cash in hand, deposits held with banks, bank overdrafts and other short term highly liquid investments with original maturities less than 3 months. Short term liquid investments with a maturity of over three months would be included in a seperate category, 'Short term liquidity investments'.
Trade payables are recognised initally at fair value and subsequently held at amortised cost using the effective interest
Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
|
|
Defined contribution schemes
|
Contributions to defined contribution pension schemes are charged to the consolidated statement of comprehensive income in the year to which they relate.
Page 17
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
4.Accounting policies (continued)
The proceeds received on issue of the Group's convertible debt are allocated into their liability and equity components. The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. Subsequently, the debt component is accounted for as a financial liability measured at amortised cost until extinguished on conversion or maturity of the bond. The remainder of the proceeds is allocated to the conversion option and is recognised in the "Convertible debt option reserve" within shareholders' equity, net of income tax effects.
|
Accounting estimates and judgements
|
|
5.1 Estimates and assumptions
|
Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, the fair value of the share price and the volatility. For the measurement of the fair value of equity settled share-based payments, the Company uses the Black-Scholes model.
|
|
|
The following is an analysis of the Group's revenue for the year from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government grants receivable
|
|
|
|
|
|
|
|
|
|
The operating loss is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment
|
|
|
|
Research and development costs
|
|
|
|
|
|
|
Page 18
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
|
Fee payable to the Group's auditor for:
|
|
|
|
The audit and preparation of the Group's financial statements
|
|
|
|
|
|
|
|
|
|
|
|
Employee benefit expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee benefit expenses (including directors) comprise:
|
|
|
|
|
|
|
|
|
|
|
|
Defined contribution pension cost
|
|
|
|
|
|
|
|
The average monthly number of employees during the year was 26 (2022: 25)
|
|
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors of the Company listed on page .
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined contribution scheme costs
|
|
|
|
|
|
|
|
During the year ended 31 October 2023, retirement benefits accrued to 1 director (2022 : 2) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £320,876 (2022: £284,461). The value of the Company's contributions to a defined contribution pension scheme in respect of the highest paid director amounted to £220 (2022: £1,186).
|
Page 19
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
|
Finance income and expense
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance income recognised in profit or loss
|
|
|
Company
Investment in subsidiary companies
Cost or valuation
At 31 October 2023 £2
Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Class of
Name Registered office Principal activity shares Holding
Oxular Acquisitions Limited UK Research and experimental Ordinary 100%
development in biotechnology
Oxular Inc USA Research and experimental Ordinary 100%
development in biotechnology
Oxular IE Limited Ireland Research and experimental Ordinary 100%
development in biotechnology
Page 20
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
|
|
|
13.1 Income tax recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
|
|
|
|
|
|
|
|
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax credit/expense (including income tax on associate, joint venture and discontinued operations)
|
|
|
|
|
|
|
|
|
|
|
|
Tax using the Company's domestic tax rate of 22.52% (2022:19%)
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
Depreciation in excess of capital allowances
|
|
|
|
Enhanced research and development relief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
Changes in tax rates and factors affecting the future tax charges
In the Spring Budget 2022, the Government announced that from 1 April 2023 the main corporation tax rate will increase to 25%. The impact of these changes is not expected to be material.
Page 21
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
13.Tax expense (continued)
|
13.1 Income tax recognised in profit or loss (continued)
|
Deferred taxation
The Group has accumulated losses available to carry forward against future trading profits of £21,546,403 (2022: £12,259,146). Deferred tax has been recognised in respect of accelerrated capital allowances with an equal deferred tax asset being recognised in respect of tax losses. No further deferred tax asset has been recognised in respect of tax losses since it is uncertain at the balance sheet date as to whether future profits will be available against which the unused tax losses can be utilised. The estimated value of the deferred tax asset not recognised, measured at a standard rate of 25% is £5,410,413 (2022: £3,697,274)
|
Property, plant and equipment
|
|
|
|
|
|
|
|
Page 22
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
14.Property, plant and equipment (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount owed to group undertakings
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trade and other receivables
|
|
|
|
|
Page 23
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
|
Trade and other payables within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount owed to group undertaking
|
|
|
|
|
|
|
|
|
|
|
|
Social security and other taxes
|
|
|
|
|
|
Total trade and other payables
|
|
|
|
|
|
Trade and other payable greater than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trade and other payables
|
|
|
Convertible loan notes accrue interest at a rate of 8% per annum and are redeemable in full on the maturity date. Proceeds from the issue of convertible loans have been wholly recognised as a liability.
|
|
|
|
|
|
|
Ordinary shares of £1.00 each
|
|
|
|
|
|
A Preferred shares of £1.00 each
|
|
|
|
|
|
Ordinary shares of £10.00 each
|
|
|
|
|
|
Deferred shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
|
Page 24
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
19.Share capital (continued)
|
Ordinary shares of £1.00 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Correction of historical difference
|
|
|
|
|
|
|
|
|
|
|
|
A Preferred shares of £1.00 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of £10.00 each
|
|
|
|
|
|
At 1 November and 31 October
|
|
|
|
|
|
Deferred shares of £0.01 each
|
|
|
|
|
|
At 1 November and 31 October
|
|
|
|
|
|
Ordinary shares of £1.00 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 25
|
|
|
|
|
|
|
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
|
Share premium
The share premium reserve includes all amounts paid in excess of the nominal value of Ordinary and Preference shares issued less the cost of issuing shares.
Retained earnings
Retained earnings include all current and prior period profits and losses
Capital contribution reserve
The capital contribution reserve represents the nominal value of shares repurchased by the Group.
The Company operates a defined contribution pension retirement benefit scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.
The total pension charge for the year ended 31 October 2023 is £29,504 (2022: £54,367) and represents contributions payable to the scheme by the Company. At 31 October 2023 £4,177 (2022: £3,357) was due to be paid and is included in other payables.
Page 26
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
|
|
Financial instruments - fair values and risk management
|
|
|
22.1 Accounting classifications and fair values
|
|
|
The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
Financial liabilities not measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets measured at fair value
|
|
|
|
Financial assets not measured at fair value
|
|
|
|
Trade and other receivables
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
Financial liabilities measured at fair value
|
|
|
|
Financial liabilities not measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
22.2 Financial risk management objectives
|
The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk, interest rate risk and capital risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on financial performance. The Company does not use derivative financial instrument to hedge risk exposures.
Page 27
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
22.Financial instruments - fair values and risk management (continued)
|
22.3 Foreign currency risk management
|
|
The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22.4 Interest rate risk management
|
The Group is exposed to interest rate risk because the entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings, and by the use of interest rate swap contracts and forward interest rate contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.
|
22.5 Liquidity risk management
|
Liquidity risk arises from the Company's management of working capital. It is a risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.
The principal liabilities of the Company are trade and other payables in respect of the purchase of
laboratory supplies, consumables and related scientific services. Trade and other payables are all payable within one month. The Board receives cash flow projections on a regular basis.
|
22.6 Credit risk management
|
Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. The credit quality of the customer is assessed, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal and external ratings in accordance with limits set by management. Management monitors the utilisation of credit limits regularly.
Details of cash and cash equivalents and trade and other receivables that are impacted by credit risk are included in note 20.1.
Page 28
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
|
|
|
23.1. Employee share option schemes of the Company
|
|
Details of the employee share option schemes of the Company
|
The Company has share options schemes for certain Directors, employees and consultants. EMI options are exercisable at a price agreed with HMRC. Unapproved options are exercisable at a price determined by the Company. The vesting schedules vary depending on the option. Any unvested shares will be forfeited if the employee leaves the Company. The total share based payment charge for the current and prior year is immaterial to these financial statements.
|
Related party transactions
|
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
|
24.1 Trading transactions
|
|
During the year, group entities entered into the following trading transactions with related parties that are not members of the Group:
|
|
|
|
|
|
|
|
|
|
|
|
|
The following balances were outstanding at the end of the reporting period:
|
|
|
Amounts owed to related parties
|
|
|
|
|
|
|
|
|
|
No expense has been recognised in the current or prior years for bad or doubtful debts in respect of the amounts owed by related parties. No guarantees have been given or received.
|
Page 29
|
OXULAR LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
24.Related party transactions (continued)
|
24.2 Other related party transactions
|
|
Other related party transactions are as follows:
|
|
Related party relationship
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year there were 315 Ordinary £1 shares issued to 2 directors.
|
|
Ultimate controlling party
|
In the opinion of the Directors there is no ultimate controlling party.
Page 30
|