Registered number: 07595566
DEFINIGEN LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE PERIOD ENDED 31 DECEMBER 2023
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DEFINIGEN LIMITED
REGISTERED NUMBER: 07595566
BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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DEFINIGEN LIMITED
REGISTERED NUMBER: 07595566
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Christopher Michael Kirton
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The notes on pages 5 to 15 form part of these financial statements.
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DEFINIGEN LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Total transactions with owners
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The notes on pages 5 to 15 form part of these financial statements.
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DEFINIGEN LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2022
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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The notes on pages 5 to 15 form part of these financial statements.
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
DefiniGEN Limited is a private company limited by shares and incorporated in England and Wales, registered number 07595566. Its registered head office is located at Moneta Building, Babraham Research Campus, Babraham, Cambridge, Cambridgeshire, CB22 3AT. The principal activity of the company continued to be that of research and development.
The company's accounts covers a period of 15 months due to a change in reporting date to 31 December.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The financial statements have been prepared on the basis that the company will continue as a going concern. In reaching this decision, the directors have considered projections of the cash flows of the company for a period of at least twelve months.
The Company undertakes both research and development and provides products and services to new and existing customers. The Directors have prepared integrated forecasts covering the next 12 months which show the company will need to secure additional funding. Management have received offers for funding from existing investors in 2024, to enable further expansion of the Company's services provision. The Directors have no reason to believe the funding will not be made available but in the absence of formal agreements there can be no certainty on the availability, timing or quantum of this funding as at the date of approval of these financial statements. This creates a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern, as a minimum, for a period of at least 12 months from the date of approval of these financial statements.
The financial statements have been prepared on the basis that the company will continue as a going concern. In reaching this decision, the directors have considered projections of the cash flows of the company for a period of at least twelve months.
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Intangible assets related to capitalised software and are amortised over their useful life which is considered to be 3 years.
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the period was 27 (2022 - 23).
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Charge for the period on owned assets
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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Charge for the period on owned assets
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Finished goods and goods for resale
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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Allotted, called up and fully paid
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132,326 (2022 - 132,326) Ordinary shares of £0.0001- each
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80,424 (2022 - 45,960) Ordinary shares A of £0.0001- each
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During the period to 31 December 2023, the company issued 34,464 Ordinary A shares with a nominal value of £0.0001 per share and total consideration received of £2,442,693.
There are two classes of shares both of which are considered to be Ordinary. There are no restrictions on dividends and the repayment of capital.
Share premium account
The share premium account relates to amounts paid in excess of the par value, less any transaction costs incurred.
Other reserves
The other reserves related to the share based payments reserve.
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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During the prior year an additional share based payment scheme was set up for DefiniGEN Limited. The majority of existing share option holders forfeited the original shares and were granted new share options at a lower exercise price of 100 pence. This exercise was completed to replace the previous scheme, ensure all documentation was complete and to re-price the options from £10 to £1 given the change in trading and outlook during the period.
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Weighted average exercise price (pence)
2023
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Weighted average exercise price
(pence)
2022
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Outstanding at the beginning of the year
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Forfeited during the year
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Outstanding at the end of the year
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Option pricing model used
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Weighted average share price (pounds)
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Weighted average contractual life (days)
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The company operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the company in independently administered funds. The pension cost charge represents contributions payable by the company and amounted to £83,263 (2022: £123,056). Contributions totalling £11,502 (2022: £9,603) were payable at the reporting date.
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DEFINIGEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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Related party transactions
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During the year the company was charged consultancy fees totalling £2,400 (2022: £600) by Westbury Consulting Limited. Dr L Vallier, a director of DefiniGEN Limited, is a director of Westbury Consulting Limited.
During the year the company was charged consultancy fees totalling £3,050 (2022: £13,625) by Consilium Bio Ltd. Dr T Allsopp, a director of DefiniGEN Limited, is a director of Consilium Bio Ltd.
During the year the company was charged consultancy fees totalling £12,500 (2022: £25,000) by BGF Investment Management. TS Rea, a director of DefiniGEN Limited, is a director of BGF Investment Management.
During the year the company was charged consultancy fees totalling £5,000 (2022: £10,000) by 24 Haymarket Investment Management, M Gumienny, a director of DefiniGEN Limited, is a director of 24 Haymarket Investment Management.
Key management personnel, which comprise the company's directors, had compensation amounting to £492,406 (2022: £615,936)
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In the opinion of the directors, there is no ultimate controlling party.
The auditors' report on the financial statements for the period ended 31 December 2023 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that there is a need for the Company to secure some additional funding via existing or new investors. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the 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 Company's ability to continue to adopt the going concern basis of accounting included a review of the forecasts and plans going forward, which highlighted the need to secure some additional funding to continue trading for a period of at least 12 months.
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The audit report was signed on 1 May 2024 by Andrew Booth (Senior Statutory Auditor) on behalf of Price Bailey LLP.
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