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 |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
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. |
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: |
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 | ( |
) | ( |
) |
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 |
Investments | 7 |
CURRENT ASSETS |
Debtors | 8 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
10 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Other reserves |
Retained earnings | ( |
) | ( |
) |
Company's loss for the financial year | (2,307,662 | ) | (3,468,151 | ) |
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 were approved by the Board of Directors and authorised for issue on |
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 |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
Plant and machinery etc | - |
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 |
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 |
Additions |
Disposals | ( |
) |
At 31 July 2023 |
DEPRECIATION |
At 1 November 2022 |
Charge for period |
Eliminated on disposal | ( |
) |
At 31 July 2023 |
NET BOOK VALUE |
At 31 July 2023 |
At 31 October 2022 |
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 |
NET BOOK VALUE |
At 31 July 2023 |
At 31 October 2022 |
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 | - | - |
Other debtors | 888,702 | 1,548,850 |
888,702 | 1,548,850 |
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 |
Taxation and social security | 692,651 | 174,406 |
Other creditors | 38,758 | 55,287 |
837,535 | 468,553 |
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 | - |