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Registered number: 05115093









MORVUS TECHNOLOGY LIMITED







UNAUDITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2023

 
MORVUS TECHNOLOGY LIMITED
REGISTERED NUMBER:05115093

BALANCE SHEET
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 5 
5,001,000
5,001,000

  
5,001,000
5,001,000

Current assets
  

Debtors: amounts falling due within one year
 6 
10,038
11,386

Cash at bank and in hand
  
55,528
65,257

  
65,566
76,643

Creditors: amounts falling due within one year
 7 
(2,276,939)
(2,160,405)

Net current liabilities
  
 
 
(2,211,373)
 
 
(2,083,762)

  

Net assets
  
2,789,627
2,917,238


Capital and reserves
  

Called up share capital 
  
283,390
272,866

Share premium account
 8 
28,375,940
28,337,388

Capital contribution reserve
 8 
602,971
602,971

Profit and loss account
 8 
(26,472,674)
(26,295,987)

Shareholders' funds
  
2,789,627
2,917,238


Page 1

 
MORVUS TECHNOLOGY LIMITED
REGISTERED NUMBER:05115093
    
BALANCE SHEET (CONTINUED)
AS AT 31 OCTOBER 2023

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

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 financial statements have been prepared and delivered 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 statement were approved and authorised for issue by the board and were signed on its behalf by: 



The financial statements were approved and authorised for issue by the board and were signed on its behalf by:




J D Beatson-Hird
Director

Date: 29 July 2024

The notes on pages 4 to 9 form part of these financial statements.

Page 2

 
MORVUS TECHNOLOGY LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 November 2021
272,866
28,337,388
602,971
(26,097,302)
3,115,923


Comprehensive income for the year

Loss for the year
-
-
-
(198,685)
(198,685)



At 1 November 2022
272,866
28,337,388
602,971
(26,295,987)
2,917,238


Comprehensive income for the year

Loss for the year
-
-
-
(176,687)
(176,687)


Contributions by and distributions to owners

Shares issued during the year
10,524
38,552
-
-
49,076


At 31 October 2023
283,390
28,375,940
602,971
(26,472,674)
2,789,627


Page 3

 
MORVUS TECHNOLOGY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

1.


General information

Morvus Technology Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 05115093). The registered office address is Aberllech, Pentre Bach, Brecon, Wales, LD3 8UB.
The Company's functional and presentational currency is GBP.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

 
2.3

Going concern

The Company made a loss after tax for the year of £176,687 (2022 - £198,685) and had net current liabilities of £2,211,373 (2022 - £2,083,762) at 31 October 2023.
The directors have prepared cash flow forecasts for the 12-month period from the date of their approval of the financial statements. These forecasts do not currently include additional support from investors but the directors recognise that they may become reliant on additional cash in order to meet future debts as they fall due since the forecasts rely on income from third parties which is uncertain.
The directors have concluded that these circumstances represent a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern and that, therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, the directors are confident that they have a number of probable investment sources and other strategies, and therefore consider that it is appropriate to prepare the financial statements on a going concern basis. The financial statements therefore do not include any adjustments that would result if the Company was unable to continue as a going concern.

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding value added tax.

Page 4

 
MORVUS TECHNOLOGY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Pensions

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.

 
2.7

Financial instruments

Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument. 
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Page 5

 
MORVUS TECHNOLOGY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.8

Share-based payments

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.

 
2.9

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimations and judgements are evaluated at each reporting date and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future in preparing the financial statements and the actual results will not always reflect the accounting estimates made. The estimates and assumptions that have a significant risk of causing a material adjustment to carrying amounts of assets and liabilities of the Company are outlined below:
Valuation of investments
At each reporting date, the valuation of investments is reviewed to identify indicators of impairment. The directors consider that the valuation of £5,001,000 is appropriate at 31 October 2023.


4.


Employees

The average monthly number of employees, including directors, during the year was 2 (2022 -2).

Page 6

 
MORVUS TECHNOLOGY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 November 2022
5,001,100



At 31 October 2023

5,001,100



Impairment


At 1 November 2022
100



At 31 October 2023

100



Net book value



At 31 October 2023
5,001,000



At 31 October 2022
5,001,000

Page 7

 
MORVUS TECHNOLOGY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

6.


Debtors: Amounts falling due within one year

2023
2022
£
£


Amounts owed by group undertakings
4,472
5,974

Other debtors
1,539
1,107

Prepayments and accrued income
4,027
4,305

10,038
11,386



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Other loans
1,914,075
1,914,075

Trade creditors
92,835
119,084

Amounts owed to group undertakings
1,000
1,000

Other taxation and social security
1,418
41

Other creditors
267,611
126,205

2,276,939
2,160,405



8.


Reserves

Share premium account
The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of nominal value.
Capital redemption reserve
This reserve relates to the nominal value of shares that the Company has bought back.
Profit and loss account
This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.

Page 8

 
MORVUS TECHNOLOGY LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

9.


Share-based payments

On 11 August 2020, the Remuneration Committee resolved to allot 25 million options to four options holders with an exercise price of £0.001. 80% of these options vested on issue with 20% vesting on the first anniversary of the allotment with the exercise period ending on 11 August 2025.
During the year, registered holders of warrants exercised their subscription rights in respect of 7,176,472 Ordinary shares of £0.001 each valued at £0.001, resulting in a total consideration of £7,176.
      
During the year, a registered holder of share options exercised their subscription rights in respect of 2,500,000 Ordinary shares of £0.001 each for a total consideration of £2,500.
      
On 27 November 2022, 5,882,348 previously allotted warrants lapsed.


10.


Related party transactions

During the year Morvus Technology Limited undertook the following related party transactions:
The Company was charged £Nil 
(2022 - £12,000) in relation to directors' services by IP Group PLC (of which D G Baynes is a director).
At the year end, the Company owed £20,852 
(2022 - £20,852) in relation to directors' services by Men's Health Ltd (of which Prof M G Wyllie is a director).
The Company was charged £18,000 
(2022 - £18,000) in relation to directors' services by Urodoc Limited (of which Prof M G Wylie is a director). At the year end, Urodoc Limited was owed £21,600 (2022 - £21,600).
The Company was charged £78,000 
(2022 - £78,000) in relation to directors' services by Norwood Capital Ltd (of which J D Beatson-Hird is a partner). At the year end, Norwood Capital Ltd was owed £1,875 (2022 - £9,963).
At the year end, the Company owed £2,469
 (2022 - £9,091) in relation to management services performed by J C Phillips.
The Company was charged £42,000 
(2022 - £42,000) in relation to rent and additional expenses by Aberllech Estates Ltd (of which Mr J Beatson-Hird is a partner). At the year end, Aberllech Estates Ltd was owed £25,200 (2022 - £25,200).
During the year, the Company invoiced Gordian Pharma Limited (a company in which Morvus Technology Limited is a controlling shareholder) £107,841 
(2022 - £108,089) for management and cost recharges. At the year end, the Company was owed £4,472 (2022 - £5,974) by Gordian Pharma Limited and owed £1,000 (2022 - £1,000) to Gordian Pharma Limited in relation to unpaid share capital.

 
Page 9