Company registration number 12620906 (England and Wales)
VAXEQUITY LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
PAGES FOR FILING WITH REGISTRAR
VAXEQUITY LTD
CONTENTS
Page
Statement of comprehensive income
Balance sheet
1 - 2
Notes to the financial statements
3 - 11
VAXEQUITY LTD
BALANCE SHEET
AS AT 31 MAY 2023
31 May 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
5
749,943
828,443
Current assets
Debtors
6
196,994
758,287
Cash at bank and in hand
8,172,160
13,108,789
8,369,154
13,867,076
Creditors: amounts falling due within one year
7
(774,610)
(1,480,214)
Net current assets
7,594,544
12,386,862
Total assets less current liabilities
8,344,487
13,215,305
Provisions for liabilities
Provisions
8
50,000
50,000
Deferred tax liability
9
167,887
174,250
(217,887)
(224,250)
Net assets
8,126,600
12,991,055
Capital and reserves
Called up share capital
11
238
238
Share premium account
16,790,623
16,790,623
Profit and loss reserves
(8,664,261)
(3,799,806)
Total equity
8,126,600
12,991,055
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 May 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
VAXEQUITY LTD
BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2023
31 May 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 30 October 2023 and are signed on its behalf by:
Dr W West
Director
Company Registration No. 12620906
VAXEQUITY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
- 3 -
1
Accounting policies
Company information
Vaxequity Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 204, Lab 4 Cambridge Science Park, Milton Road, Cambridge, CB4 0GZ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. 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
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.3
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
20% straight line
Plant and equipment
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 credited or charged to profit or loss.
1.4
Impairment of fixed assets
At each reporting period end date, the company 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
VAXEQUITY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 4 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
VAXEQUITY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 5 -
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company 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 profit or loss in the period in which it arises.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Share-based payments
VAXEQUITY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 6 -
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
VAXEQUITY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 7 -
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors 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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Directors
6
7
Employees
10
6
Total
16
13
4
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
142,058
112,500
VAXEQUITY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 8 -
5
Tangible fixed assets
Leasehold improvements
Plant and equipment
Total
£
£
£
Cost
At 1 June 2022
218,764
633,001
851,765
Additions
243,533
243,533
At 31 May 2023
218,764
876,534
1,095,298
Depreciation and impairment
At 1 June 2022
3,646
19,676
23,322
Depreciation charged in the year
43,753
278,280
322,033
At 31 May 2023
47,399
297,956
345,355
Carrying amount
At 31 May 2023
171,365
578,578
749,943
At 31 May 2022
215,118
613,325
828,443
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,428
52,099
Corporation tax recoverable
310,370
Other debtors
111,299
218,895
Prepayments and accrued income
84,267
176,923
196,994
758,287
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
422,912
89,486
Other creditors
286,634
1,211,509
Accruals and deferred income
65,064
179,219
774,610
1,480,214
8
Provisions for liabilities
2023
2022
£
£
Dilapidations
50,000
50,000
VAXEQUITY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
8
Provisions for liabilities
(Continued)
- 9 -
Movements on provisions:
Dilapidations
£
At 1 June 2022 and 31 May 2023
50,000
9
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
169,098
179,226
Retirement benefit obligations
(1,211)
(4,976)
167,887
174,250
2023
Movements in the year:
£
Liability at 1 June 2022
174,250
Credit to profit or loss
(6,363)
Liability at 31 May 2023
167,887
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
10
Share-based payment transactions
Certain directors and employees of the Company hold options to subscribe for shares in the Company under an EMI Share Option Plan 9 November 2021.
The scheme is open, by invitation, to both executive directors and employees. Participants are granted share options in the Company which contain vesting conditions. These are subject to the achievement of individual employee and company performance criteria as determined by the Board.
The vesting period varies by award and the conditions approved by the Board. Options are usually forfeited if the employee leaves the Company before the options vest.
Total share options outstanding have a exercise prices of £0.00001 per option and the weighted average time to vest is 1.6 years.
The total charge for the year relating to employee share-based payment plans is £nil.
Details of the share options under the scheme outstanding during the year are as follows:
VAXEQUITY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
10
Share-based payment transactions
(Continued)
- 10 -
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 June 2022
1,903,533
Granted
201,077
1,903,533
Expired
(583,125)
Outstanding at 31 May 2023
1,521,485
1,903,533
Exercisable at 31 May 2023
902,164
804,310
During the year to 31 May 2023, there was 1 issue of share options awarded. Details of these awards are provided below.
Share options totalling 201,007 were granted on 15 December 2022 to employees of the Company with an exercise price of £0.00001.
Vesting conditions of this grant is time based over a 3-year period.
Liability and expenses
During the year, the company recognised total share-based payment expenses of £- (2022 - £-) which related to equity settled share based payment transactions.
11
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 0.001p each
8,569,181
8,569,181
86
86
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Series A Shares of 0.001p each
15,225,000
15,225,000
152
152
Preference shares classified as equity
152
152
Total equity share capital
238
238
The Ordinary shares have the following rights attached to them - full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
VAXEQUITY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 11 -
12
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
105,934
92,925
Between two and five years
61,795
147,131
167,729
240,056