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REGISTERED NUMBER: 09819467 (England and Wales)















Report of the Directors and

Unaudited Consolidated Financial Statements

for the Period 1 November 2022 to 31 July 2023

for

Phoelex Ltd

Phoelex Ltd (Registered number: 09819467)






Contents of the Consolidated Financial Statements
for the Period 1 November 2022 to 31 July 2023




Page

Company Information 1

Report of the Directors 2

Consolidated Income Statement 3

Consolidated Balance Sheet 4

Company Balance Sheet 6

Notes to the Consolidated Financial Statements 8


Phoelex Ltd

Company Information
for the Period 1 November 2022 to 31 July 2023







DIRECTORS: Dr A H Nejadmalayeri
Dr A Bonivento
Dr S P King
C J Mairs





REGISTERED OFFICE: 20-22 Wenlock Road
London
N1 7GU





REGISTERED NUMBER: 09819467 (England and Wales)





ACCOUNTANTS: Hills Cloud Limited
Chartered Accountants
51 Creighton Road
London
W5 4SH

Phoelex Ltd (Registered number: 09819467)

Report of the Directors
for the Period 1 November 2022 to 31 July 2023

The directors present their report with the financial statements of the company and the group for the period 1 November 2022 to 31 July 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 November 2022 to the date of this report.

Dr A H Nejadmalayeri
Dr A Bonivento
Dr S P King
C J Mairs

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





Dr A H Nejadmalayeri - Director


8 September 2023

Phoelex Ltd (Registered number: 09819467)

Consolidated Income Statement
for the Period 1 November 2022 to 31 July 2023

Period
1.11.22
to Year Ended
31.7.23 31.10.22
Notes £    £   

TURNOVER - -

Administrative expenses 3,147,463 5,038,330
OPERATING LOSS 4 (3,147,463 ) (5,038,330 )

Interest receivable and similar income - 347
(3,147,463 ) (5,037,983 )

Interest payable and similar expenses 1,151 799
LOSS BEFORE TAXATION (3,148,614 ) (5,038,782 )

Tax on loss (841,176 ) (1,237,058 )
LOSS FOR THE FINANCIAL PERIOD (2,307,438 ) (3,801,724 )

Loss attributable to:
Owners of the parent (2,307,438 ) (3,801,724 )

Phoelex Ltd (Registered number: 09819467)

Consolidated Balance Sheet
31 July 2023

31.7.23 31.10.22
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 6 77,418 272,375
Investments 7 - -
77,418 272,375

CURRENT ASSETS
Debtors 8 888,702 1,548,850
Cash at bank 135,019 718,639
1,023,721 2,267,489
CREDITORS
Amounts falling due within one year 9 837,535 468,553
NET CURRENT ASSETS 186,186 1,798,936
TOTAL ASSETS LESS CURRENT
LIABILITIES

263,604

2,071,311

CREDITORS
Amounts falling due after more than one
year

10

385,826

-
NET (LIABILITIES)/ASSETS (122,222 ) 2,071,311

CAPITAL AND RESERVES
Called up share capital 184 184
Share premium 12,787,882 12,787,882
Other reserves 113,905 -
Retained earnings (13,024,193 ) (10,716,755 )
(122,222 ) 2,071,311

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 July 2023.

The members have not required the company and the group to obtain an audit of its financial statements for the period ended 31 July 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a) ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b) preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

Phoelex Ltd (Registered number: 09819467)

Consolidated Balance Sheet - continued
31 July 2023


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 8 September 2023 and were signed on its behalf by:





Dr A H Nejadmalayeri - Director


Phoelex Ltd (Registered number: 09819467)

Company Balance Sheet
31 July 2023

31.7.23 31.10.22
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 6 77,418 272,375
Investments 7 15 15
77,433 272,390

CURRENT ASSETS
Debtors 8 1,386,313 2,050,723
Cash at bank 135,019 714,601
1,521,332 2,765,324
CREDITORS
Amounts falling due within one year 9 837,534 468,552
NET CURRENT ASSETS 683,798 2,296,772
TOTAL ASSETS LESS CURRENT
LIABILITIES

761,231

2,569,162

CREDITORS
Amounts falling due after more than one
year

10

385,826

-
NET ASSETS 375,405 2,569,162

CAPITAL AND RESERVES
Called up share capital 184 184
Share premium 12,787,882 12,787,882
Other reserves 113,905 -
Retained earnings (12,526,566 ) (10,218,904 )
375,405 2,569,162

Company's loss for the financial year (2,307,662 ) (3,468,151 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 July 2023.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 July 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

Phoelex Ltd (Registered number: 09819467)

Company Balance Sheet - continued
31 July 2023


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 8 September 2023 and were signed on its behalf by:





Dr A H Nejadmalayeri - Director


Phoelex Ltd (Registered number: 09819467)

Notes to the Consolidated Financial Statements
for the Period 1 November 2022 to 31 July 2023

1. STATUTORY INFORMATION

Phoelex Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery etc - 33% on cost and in accordance with the property

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Phoelex Ltd (Registered number: 09819467)

Notes to the Consolidated Financial Statements - continued
for the Period 1 November 2022 to 31 July 2023

2. ACCOUNTING POLICIES - continued

Financial liabilities
Financial liabilities include loan notes issued in the year. The liability component of the financial instrument is initially recognised at the fair value of a similar liability that does not have an equity conversion option.

The equity component is initially recognised as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

Employee Share Option Scheme
Employees are granted share options in the company as part of the employee share scheme. The options are granted with a fixed exercise price, are exercisable three years after the date of grant and expire four years after the date of grant. Employees are not entitled to dividends until the options are exercised. Employees are required to remain in employment with the group until exercise, otherwise the awards lapse. The group makes annual grants on 30 November each year. On exercise of the options by the employees, the company issues new shares.

Going Concern
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

Phoelex Ltd is actively involved in raising finance for its next round of product research and development. The Group has already received £0.5 million shareholders’ loan in May 2023, by way of convertible loan notes. Phoelex Ltd has executed the legal documentation for a new shareholders’ loan approximating £2.3 million in September 2023, out of which almost £0.5 million has already been received in September 2023. The remaining amount, that is approximately £1.8 million, is anticipated to be fully received by November 2023. These new round of funding will provide group’s working capital to September 2024.

Phoelex Ltd is in discussion to raise additional equity capital of £40 million to be complemented by an extra non-dilutive £40 million from the European government bodies.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the period was 38 (2022 - 34 ) .

The average number of employees by undertakings that were proportionately consolidated during the period was 41 (2022 - 37 ) .

4. OPERATING LOSS

The operating loss is stated after charging:

Period
1.11.22
to Year Ended
31.7.23 31.10.22
£    £   
Depreciation - owned assets 208,968 326,980

5. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Phoelex Ltd (Registered number: 09819467)

Notes to the Consolidated Financial Statements - continued
for the Period 1 November 2022 to 31 July 2023

6. TANGIBLE FIXED ASSETS

Group
Plant and
machinery
etc
£   
COST
At 1 November 2022 864,936
Additions 26,796
Disposals (20,927 )
At 31 July 2023 870,805
DEPRECIATION
At 1 November 2022 592,561
Charge for period 208,968
Eliminated on disposal (8,142 )
At 31 July 2023 793,387
NET BOOK VALUE
At 31 July 2023 77,418
At 31 October 2022 272,375

Company
Plant and
machinery
etc
£   
COST
At 1 November 2022 864,936
Additions 26,796
Disposals (20,927 )
At 31 July 2023 870,805
DEPRECIATION
At 1 November 2022 592,561
Charge for period 208,968
Eliminated on disposal (8,142 )
At 31 July 2023 793,387
NET BOOK VALUE
At 31 July 2023 77,418
At 31 October 2022 272,375

Phoelex Ltd (Registered number: 09819467)

Notes to the Consolidated Financial Statements - continued
for the Period 1 November 2022 to 31 July 2023

7. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 November 2022
and 31 July 2023 15
NET BOOK VALUE
At 31 July 2023 15
At 31 October 2022 15


The investment is shown at cost and is in relation to the Company's 100% subsidiary, Phoelex Inc, with the address of: 1900 Embarcadero Road, STE 109, Palo Alto, CA 94303, USA. This subsidiary was incorporated in Delaware, USA on 30 September 2020.

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.7.23 31.10.22 31.7.23 31.10.22
£    £    £    £   
Amounts owed by group undertakings - - 497,611 503,905
Other debtors 888,702 1,548,850 888,702 1,546,818
888,702 1,548,850 1,386,313 2,050,723

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.7.23 31.10.22 31.7.23 31.10.22
£    £    £    £   
Trade creditors 106,126 238,860 106,125 238,859
Taxation and social security 692,651 174,406 692,651 174,406
Other creditors 38,758 55,287 38,758 55,287
837,535 468,553 837,534 468,552

10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
31.7.23 31.10.22 31.7.23 31.10.22
£    £    £    £   
Other creditors 385,826 - 385,826 -