Company registration number 08730222 (England and Wales)
NOUMED LIFE SCIENCES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
NOUMED LIFE SCIENCES LIMITED
COMPANY INFORMATION
Directors
Rajat Mehta
Rajeev Mehta
Paul Barrett
Ian Jones
Secretary
Rajat Mehta
Company number
08730222
Registered office
Noumed House
Shoppenhangers Road
Maidenhead
SL6 2RB
Auditor
MGI Midgley Snelling LLP
Ibex House
Baker Street
Weybridge
Surrey
KT13 8AH
NOUMED LIFE SCIENCES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 29
NOUMED LIFE SCIENCES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Fair review of the business
Turnover increased to £31.9m (2022: £24.7m) and EBITDA decreased from a £12.0m profit in 2022 to a loss of £7.7m in the reporting period. An exceptional item is included in this prior year profit relating to a loan write-off of £20m.
The performance reflects a significant improvement from the prior year with the depressed pricing and volumes in pharmaceutical market starting to improve following two years of significant disruption from Covid. The upturn in market performance coincided with the Company being able to validate and manufacture products from its UK facility which has supported a notable improvement in Gross Margin, a reduction of inbound freight costs and less reliance on external suppliers.
The current cost of living crisis has adversely impacted part of the Company’s cost base but this has been managed against the improved market pricing, increased product portfolio and higher margin sales outside the Company’s primary market in the UK.
The business has successfully validated and launched multiple products in it’s manufacturing facility for both UK and International markets. The Company also performed well during the latest MHRA regulatory audit and several customer audits of the facility.
The Company has onboarded several multi-nationals for contract manufacturing services which the directors feel demonstrates the confidence that customers have in the business being able to produce high-quality products, at affordable prices within highly regulated markets. The directors anticipate Turnover will increase considerably in the coming period as a result of these contracts as well as increased revenue from new products in the Company's product portfolio.
Since the year end the Company has secured additional funding through new equity investment which will provide additional support for business growth and working capital requirements. The new investment providing further evidence of external confidence of the improvement in the business performance.
Principal risks and uncertainties
The business is exposed to different risks and uncertainties, some of which can be mitigated and others which there is less control over.
The nature of the Pharmaceutical Industry means all activities are highly regulated, which requires the Company to comply with all regulations and ensure that the same is met by all parts of the supply chain. Any deviation from the required quality standards could have the potential to have an impact on the business. The Company continues to invest heavily in it’s Quality Management System, both in terms of headcount and infrastructure, to ensure that any such risk is managed and minimised.
The company has and continues to take the necessary steps to restructure it’s balance sheet to secure sufficient funding to manage it’s working capital requirements. The company successfully managed a number of activities in the year in this regard and will continue to take the required actions where and when necessary.
The Company has limited risk or uncertainty in respect of currency fluctuations as the Company operates the majority of its transactions in GBP. The Company does buy and sell certain materials and products in foreign currencies which does give rise to some exchange rate movement. As GBP materially weakens or strengthens against foreign currency denominations it is possible that the business will be exposed to currency gains and losses. The business can mitigate such exposure using financial instruments at its disposal via its banking arrangements.
NOUMED LIFE SCIENCES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Development and performance
The Company continued during the period with its strategy of developing new products to register and launching new marketing authorisations. Following the successful approval from MHRA to award the Company a GMP licence for Manufacturing, activities are underway to validate as many products as possible to utilise the site's capacity.
The Company continues to contract out research and development activities for new product developments and launched several products during the year. The business expects to have a continual flow of new product launches in the coming period.
Key performance indicators
Turnover increased by 29% (2022: 54%) in the year and the directors anticipate that the turnover will continue to grow over the following years.
The Company’s gross margin improved considerably in the period as a result of improved market pricing and through enhanced margins from in-house manufacturing. The directors are confident that there are signs that the market will continue to improve in the coming period and a full year of increased in-house manufacturing should see further margin improvement next year.
The most significant non-financial KPI's of the Company are quality of service provided, new product validations, staff retention and customer satisfaction. The directors are satisfied with the Company’s performance on all of these KPI’s.
Ian Jones
Director
28 June 2024
NOUMED LIFE SCIENCES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of sales, distribution and manufacturing of pharmaceuticals.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Rajat Mehta
Rajeev Mehta
Paul Barrett
Ian Jones
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
NOUMED LIFE SCIENCES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Going concern
The Company continues to work towards achieving a positive EBITDA and had made good progress with new product validations and increasing plant utilisation. Since the year end the Company’s facility has been inspected by MHRA, with the facility and personnel receiving high praise from the inspectors resulting in a very successful outcome.
Whilst the Company continues to make progress towards achieving it’s financial goals it has secured additional equity investment and shareholder funding since the year end which provides additional support to the business to ensure all liabilities continue to be met and support further growth in the business, these funds will be released over a period of time to match the Company’s need for further capital investment and to meet working capital needs.
The current bank finance facilities of approximately £10m, are continuing to be reviewed to consider a number of alternative finance options which would provide greater flexibility and support as the Company continues with the current high growth phase.
As noted in the previous years financial statements, the Company’s subsidiary entities have been independently valued at AU$55m-AU$75m based on performance and is expected to further increase in value if the entities continue with their current performance trajectory. This provides the Company with additional opportunities and options to support any efforts to refinance existing arrangements as well as generating additional funds in the future should they be required.
Furthermore, written support has also been provided by the ultimate beneficial owner, that financial support will be provided to allow the Company to continue trading as a going concern and discharge its debts for the next twelve months from the date of these accounts have been approved. After 12 months have passed, 3 months notice needs to be provided if such support is to be discontinued.
As a result of the above, the directors have prepared the accounts on a going concern basis.
On behalf of the board
Ian Jones
Director
28 June 2024
NOUMED LIFE SCIENCES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NOUMED LIFE SCIENCES LIMITED
- 5 -
Opinion
We have audited the financial statements of Noumed Life Sciences Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 1.2 to the financial statements, regarding the going concern position of the company. Further funding has been obtained since the year end to help meet cash flow demands.
Conclusions relating to going concern
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 responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
NOUMED LIFE SCIENCES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NOUMED LIFE SCIENCES LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In planning and designing our audit tests, we identify and assess the risks of material misstatements within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management, about their own identification and assessment of the risks of irregularities. We are also required to perform specific procedures to respond to the risk of management override.
As a result of this assessment, we considered the opportunities and incentives that may exist within the company for fraud and identified that the greatest area of risk was in relation to management override, the impairment of stock and the impairment of intangible assets.
We have obtained an understanding of the legal and regulatory frameworks that the company operates in from discussions with the directors and our knowledge of the company and its industry sector. We have focussed on the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, local tax legislation and MHRA regulations.
NOUMED LIFE SCIENCES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NOUMED LIFE SCIENCES LIMITED
- 7 -
We performed the following audit procedures after consideration of the above risks which included the following:
impairment review of stock ensuring NRV exceeds cost and review of older stock items for possible provisions;
impairment review of intangible assets ensuring licenses are in use and profitable or if not in use, there is evidence to show an active market;
enquiry of management of actual and potential litigation and claims;
reviewing minutes of meetings of those charged with governance;
reviewing correspondence with HMRC and the company’s legal advisors;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
The engagement partner has assessed that all engagement team members were made aware of the relevant laws and regulations and potential fraud risks and were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Tracey Wickens
Senior Statutory Auditor
For and on behalf of MGI Midgley Snelling LLP
28 June 2024
Chartered Accountants
Statutory Auditor
Ibex House
Baker Street
Weybridge
Surrey
KT13 8AH
NOUMED LIFE SCIENCES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
31,867,003
24,687,815
Change in stocks of finished goods and in work in progress
(451,288)
(501,101)
Finished goods, raw materials and consumables
(18,987,818)
(14,694,077)
Staff costs
7
(6,812,613)
(5,484,967)
Depreciation and other amounts written off tangible and intangible fixed assets
5
(2,988,539)
(3,169,839)
Other operating expenses
(10,467,851)
(8,864,443)
Operating (loss)/profit
5
(7,841,106)
(8,026,612)
Interest receivable and similar income
9
266,323
473,669
Interest payable and similar expenses
10
(2,057,856)
(5,388,307)
Amounts written off payable loans
-
20,000,000
(Loss)/profit before taxation
(9,632,639)
7,058,750
Tax on (loss)/profit
12
509,596
(Loss)/profit for the financial year
(9,632,639)
7,568,346
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
NOUMED LIFE SCIENCES LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
13
9,392,869
9,278,169
Tangible assets
14
13,880,044
15,411,953
Investments
17
915
915
23,273,828
24,691,037
Current assets
Stocks
18
9,794,904
10,246,192
Debtors falling due after more than one year
19
3,164,643
3,793,438
Debtors falling due within one year
19
7,299,062
4,468,245
Cash at bank and in hand
811,054
209,263
21,069,663
18,717,138
Creditors: amounts falling due within one year
20
(23,513,636)
(15,912,577)
Net current (liabilities)/assets
(2,443,973)
2,804,561
Total assets less current liabilities
20,829,855
27,495,598
Creditors: amounts falling due after more than one year
21
(27,522,279)
(32,802,206)
Net liabilities
(6,692,424)
(5,306,608)
Capital and reserves
Called up share capital
24
10,449
10,000
Share premium account
10,246,374
2,000,000
Other reserves
1,943,270
2,224,850
Profit and loss reserves
(18,892,517)
(9,541,458)
Total equity
(6,692,424)
(5,306,608)
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 28 June 2024 and are signed on its behalf by:
Ian Jones
Director
Company registration number 08730222 (England and Wales)
NOUMED LIFE SCIENCES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
10,000
2,000,000
6,552,162
(21,437,116)
(12,874,954)
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
7,568,346
7,568,346
Release of contribution
-
-
(4,327,312)
4,327,312
-
Balance at 31 December 2022
10,000
2,000,000
2,224,850
(9,541,458)
(5,306,608)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(9,632,639)
(9,632,639)
Issue of share capital
24
449
8,246,374
-
-
8,246,823
Release of contribution
-
-
(281,580)
281,580
-
Balance at 31 December 2023
10,449
10,246,374
1,943,270
(18,892,517)
(6,692,424)
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information
Noumed Life Sciences Limited is a private company limited by shares incorporated in England and Wales. The registered office is Noumed House, Shoppenhangers Road, Maidenhead, SL6 2RB.
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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Noumed Life Sciences Limited is a wholly owned subsidiary of Odin Holdings (UK) Limited and the results of Noumed Life Sciences Limited are included in the consolidated financial statements of Odin Holdings (UK) Limited which are available from Ibex House, Baker Street, Weybridge, Surrey, United Kingdom, KT13 8AH.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern
Forecasts have been prepared by the directors which show the company making a positive EBITDA in 2025. true
The company has secured additional funds from a new equity investment and related party loans totalling £6.6m since the year end which provides additional support to the business to ensure all liabilities continue to be met on time and support further growth in the business, these funds will be released over a period of time to match the company’s need for further capital investment and to meet working capital needs. Capital investment is required to meet the demands of increased volumes and opportunities in the supply of more products to its overseas subsidiaries whose turnover is rapidly increasing along with new contracts with UK multi-national Companies.
The current bank finance facilities of approximately £12m, are being reviewed to consider a number of alternative finance options which would provide greater flexibility and support as the Company continues with the current high growth phase.
The Company’s subsidiary entities have recently been independently valued at AU$55m-AU$75m based on their current performance and will further increase in value if the entities continue with their current performance trajectory. This provides the Company with additional opportunities and options to support any efforts to refinance existing arrangements as well as generating additional funds in the future should they be required.
Furthermore, written support has also been provided by the ultimate beneficial owner, that financial support will be provided to allow the company to continue trading as a going concern and discharge its debts for the next twelve months from the date of the letter of support being signed. After twelve months have passed, three months notice needs to be provided if such support is to be discontinued.
As a result of the above, the directors have prepared the accounts on a going concern basis.
1.3
Turnover
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Research and development expenditure
Research expenditure is included in the statement of comprehensive income 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.
1.5
Intangible fixed assets other than goodwill
Intangible assets comprise of licences granted to the company. The products to which the licences relate are defined as having finite useful lives and therefore the licences are amortised on a straight line basis over the period of time that the company expects to benefit from sales of the pharmaceutical products to which they relate.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired. The following amortisation bases are applied:
Patents & licences
10 years after the first commercial sale
Intangible assets held by the company relate to licenses for pharmaceutical products the company intends to distribute. As certain products are still in the development phase in some cases, the products are not amortised until the company has started selling the product.
1.6
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
10 years
Plant and equipment
10% to 25% on cost
Office equipment
25% on cost
Fixtures and fittings
25% on cost
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.
Depreciation is charged once an asset has been brought into use.
1.7
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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).
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
1.9
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Cost is calculated using the weighted average method.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.10
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.
1.11
Financial instruments
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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
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.
The amortised cost adjustment is shown as a capital contribution within equity and reserves with the effective interest adjustment relating to a shareholder's loan being transferred to this each year.
Other financial liabilities
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.12
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.
1.13
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 in the short term 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.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.14
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.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
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.
1.17
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 17 -
Tangible fixed assets
Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration when reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Intangible fixed assets
Intangible fixed assets relate to licences granted to the company enabling the sale of certain pharmaceutical products. The licences themselves are considered to have indefinite useful lives, however, the products are considered to have finite useful lives. The licences are therefore amortised over the useful lives of the pharmaceutical products to which they relate, which for all products, is considered to be 10 years. The valuation of the assets are then reviewed annually. In re-assessing asset value, factors such as the expected sales of the product and current gross profit margins achieved are taken into consideration. Judgement is made on whether an impairment adjustment should be made for any of the assets based on whether sales will be expected in relation to the licensed items and whether the gross profit of the product will exceed the cost of the licence over the products useful life.
Stock
Determine whether any provision is required against slow moving or obsolete stock items. These decisions will depend on an assessment of the expiry date of the goods held in stock at the balance sheet date along with a physical inspection to identify any damaged stock items.
Operating leases
Determine whether leases entered into by the company as a lessee are either operating leases or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Debtor recoverability
Determine whether there are any debtors that have been overdue for an extended period of time, or there is any indication of any customers who may be facing financial problems. The company regularly reviews the overdue debit balances and significant other debtors and determines based on either their previous trading experience with the customer, or their knowledge of the other debtors whether a repayment should be expected.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the asset and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as the working condition of the assets and whether the assets are still in use are both taken into account.
Intangible fixed assets
Intangible assets are included in the accounts at the cost price of all associated expenditure in preparing and certifying the associated licence. The company performs a review of the expected amortisation of the asset, based on the expected useful life of the asset, against the expected gross profit of all items that have been issued in relation to the asset. If the gross profit is lower than the amortisation for the period with no reasonable explanation or justification, the asset is adjusted so that the amortisation for the period will reflect the gross profit of the licence for the period. The company prepares a schedule reviewing the future expected sales of the licence products and the effective gross profit per year expected, and compares this to the annual amortisation for any indication of a products gross profit being lower than the cost of the licence for the period.
Valuation of stock
Stock held by the company is included in the accounts at the average purchase price of the item. This is considered to be a reasonable and acceptable valuation method, however, stock items are also reviewed to their current sales price, if available, or the most recent purchase price and, if deemed necessary, an impairment adjustment is made based on the possible losses of a reduced net realisable value. The company also prepares a provision based on stock that is due to expire or has expired; the expired stock is provided for in full, and any stock expiring in the six months following the year end reviewed on an individual basis in anticipation of possible sales of the stock due to expire.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
Sale of goods
31,339,029
23,914,877
Sale of services
527,974
772,938
31,867,003
24,687,815
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
28,288,790
22,919,171
Oceania
3,479,213
1,768,644
Europe
99,000
-
31,867,003
24,687,815
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 19 -
2023
2022
£
£
Other revenue
Interest income
231,604
106,937
4
Exceptional item
2023
2022
£
£
Income
Exceptional item - Other operating income
-
20,000,000
In the prior period, £20,000,000 relating to a payable loan balance due to a director of the company was written-off by the director, creating an isolated income source in the period. As part of the write-off a portion of the amortised capital contribution was released at an accelerated rate and amounts of £4,053,933 were recognised and included in the company's payable interest.
5
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange losses
62,628
90,924
Depreciation of owned tangible fixed assets
2,427,715
2,637,783
Profit on disposal of tangible fixed assets
-
(22,035)
Amortisation of intangible assets
299,669
213,839
Impairment of intangible assets
193,943
118,347
Loss on disposal of intangible assets
67,212
221,905
Operating lease charges
891,666
699,996
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
18,000
18,000
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
7
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Management
4
4
Production
82
52
Administration
68
64
Total
154
120
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
5,677,580
4,524,286
Social security costs
585,243
488,031
Pension costs
549,790
472,650
6,812,613
5,484,967
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
570,000
547,200
Company pension contributions to defined contribution schemes
38,000
38,000
608,000
585,200
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 2).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
190,000
190,000
Company pension contributions to defined contribution schemes
19,000
19,000
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
9
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
1,078
1,141
Other interest income
230,526
105,796
Total interest revenue
231,604
106,937
Other income from investments
Exchange differences
34,719
366,732
Total income
266,323
473,669
10
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
214
-
Other interest on financial liabilities
2,057,642
5,388,307
2,057,856
5,388,307
11
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2023
2022
Notes
£
£
In respect of:
Intangible assets
13
193,943
118,347
Recognised in:
Administrative expenses
193,943
118,347
12
Taxation
2023
2022
£
£
Current tax
Tax relating to prior year adjustments recognised in profit or loss
(509,596)
The effective tax rate for the 3 months up to 31 March 2023 was 19.00%. From 1 April 2023, the corporation tax rate changed from 19.00% to 25.00%, which covered the remainder of the period, being 9 months.
Therefore the effective corporation tax charge based on 3 months at 19.00%, and 9 months at 25.00% will be 23.50% for the financial reporting period.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Taxation
(Continued)
- 22 -
The actual charge/(credit) for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
(Loss)/profit before taxation
(9,632,639)
7,058,750
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(2,263,670)
1,341,163
Tax effect of expenses that are not deductible in determining taxable profit
10,752
3,017
Tax effect of utilisation of tax losses not previously recognised
512,295
(1,587,380)
Unutilised tax losses carried forward
1,500,294
Permanent capital allowances in excess of depreciation
174,540
210,370
Research and development tax credit relating to the prior year
(969,878)
Other permanent differences
66,171
933,781
Pension adjustment
(382)
284
General provisions
(26,757)
Carry back loss relief
(414,196)
Taxation charge/(credit) for the year
-
(509,596)
The company has trading losses of £28,631,753 (2022: £19,146,635), non trading losses of £1,564,329 (2022: £54,376) to carry forward and a timing difference in relation to accelerated capital allowances of £7,665,352 (2022: £8,263,256). A deferred tax asset calculated based on a tax rate of 25% (2022: 25%) of £5,632,683 (2022: £2,720,845) has not been recognised in the accounts as uncertainty around the timing of future profits remain.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
13
Intangible fixed assets
Patents & licences
£
Cost
At 1 January 2023
9,946,700
Additions
675,524
Disposals
(117,237)
At 31 December 2023
10,504,987
Amortisation and impairment
At 1 January 2023
668,531
Amortisation charged for the year
299,669
Impairment losses
193,943
Disposals
(50,025)
At 31 December 2023
1,112,118
Carrying amount
At 31 December 2023
9,392,869
At 31 December 2022
9,278,169
More information on impairment movements in the year is given in note 11.
14
Tangible fixed assets
Leasehold improvements
Plant and equipment
Office equipment
Fixtures and fittings
Total
£
£
£
£
£
Cost
At 1 January 2023
9,448,590
11,004,355
762,411
256,505
21,471,861
Additions
40,202
845,870
1,077
11,044
898,193
Disposals
(2,387)
(2,387)
At 31 December 2023
9,488,792
11,850,225
763,488
265,162
22,367,667
Depreciation and impairment
At 1 January 2023
2,134,099
3,024,460
678,082
223,267
6,059,908
Depreciation charged in the year
944,934
1,416,211
48,350
18,220
2,427,715
At 31 December 2023
3,079,033
4,440,671
726,432
241,487
8,487,623
Carrying amount
At 31 December 2023
6,409,759
7,409,554
37,056
23,675
13,880,044
At 31 December 2022
7,314,491
7,979,895
84,329
33,238
15,411,953
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Noumed Pharmaceuticals Pty Limited
Level 5, 6-10 O'Connell Street, Sydney, NSW, 2000
Ordinary shares
70.00
-
Noumed Pharmaceuticals Limited
Level 2, Fidelity House, 81 Carlton Gore Road, Newmarket, Auckland, 1023 New Zealand
Ordinary shares
-
70.00
16
Associates
Details of the company's associates at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Avallon Pharmaceuticals Pty Limited
Level 5, 7 Eden Park Road, Macquarie Park, NSW 2113, Australia
Ordinary
50.00
17
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
15
396
396
Investments in associates
16
519
519
915
915
Movements in fixed asset investments
Shares in group undertakings and participating interests
£
Cost or valuation
At 1 January 2023 & 31 December 2023
915
Carrying amount
At 31 December 2023
915
At 31 December 2022
915
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
18
Stocks
2023
2022
£
£
Finished goods and goods for resale
5,029,414
5,600,831
Raw materials and consumables
4,765,490
4,645,361
9,794,904
10,246,192
The total provision against slow moving and obsolete stock as at 31 December 2023 was £597,737 (2022: £251,750).
19
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
4,025,819
2,823,351
Amounts owed by group undertakings
1,955,943
757,791
Amounts owed by undertakings in which the company has a participating interest
207,231
172,996
Other debtors
8,960
9,164
Prepayments and accrued income
1,101,109
704,943
7,299,062
4,468,245
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
83,850
Amounts owed by undertakings in which the company has a participating interest
3,086,101
3,626,957
Other debtors
78,542
82,631
3,164,643
3,793,438
Total debtors
10,463,705
8,261,683
Included in amounts owed by group undertakings falling due after more than one year is £nil (2022: £83,850), which is accruing interest at 2% over LIBOR and is repayable 4 years from date of drawdown.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
20
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
22
1,825,341
1,260,639
Other borrowings
22
8,969,257
-
Amounts owed by parent undertakings
746,151
784,994
Trade creditors
8,909,844
10,834,289
Taxation and social security
838,371
1,203,128
Deferred income
100,573
284,753
Other creditors
47,200
41,417
Accruals
2,076,899
1,503,357
23,513,636
15,912,577
21
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
22
9,005,452
10,816,959
Other borrowings
22
18,516,827
21,985,247
27,522,279
32,802,206
Included in creditors are secured amounts of £16,830,793 (2022: £16,077,598) of which £9,005,452 (2022: £14,816,959) related to long term creditors.
Loan amounts of £10,830,793 (2022: £12,077,598) have been secured by a fixed and floating charge over the assets held by the company. These loans are repayable between 1 to 5 years with varying interest rates being charged at 4.5% to 5.5% across 6 loans.
A further loan of £6,000,000 (2022: £4,000,000) is secured by the parent company via a security over the assets of the parent company. This loan has interest charged at 6% and is considered to be repayable on demand.
There is also a personal guarantee from a director in respect of the obligations of the Borrower to the Lender limited to £2,000,000 (2021: £2,000,000) in relation to one of the loans.
There is also a cross guarantee given by three related parties of the company in the form of debentures over all assets and charges over properties held by the related parties.
There is also a deed of subordination in relation to the bank loan with respect amounts due to the director and one of the related parties of the company.
Amounts due after 5 years consists of one loan. This loan is due in 2030 recognised at amortised cost with an effective rate of interest of 3%.
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
(16,991,828)
(16,710,248)
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
22
Loans and overdrafts
2023
2022
£
£
Bank loans
10,830,793
12,077,598
Loans from group undertakings
746,151
784,994
Loans from related parties
1,525,000
1,275,000
Other loans
25,961,084
20,710,247
39,063,028
35,632,833
Payable within one year
11,540,749
2,045,633
Payable after one year
27,522,279
32,802,206
23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
549,790
472,650
At the year end an amount of £20,796 (2022: £22,420) was outstanding and due to be paid to the pension provider.
24
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10,000
10,000
10,000
10,000
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
449
-
449
-
Preference shares classified as equity
449
-
Total equity share capital
10,449
10,000
During the period the company issued 449 preference shares of £1 each classified as equity at a premium of £18,366 per share. These shares carry no voting rights and no fixed income.
Preference shares rank above ordinary shares in the event of liquidation.
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
25
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
1,000,000
700,000
Between two and five years
2,416,667
2,391,667
3,416,667
3,091,667
26
Events after the reporting date
In April 2024, funds of £1,005,577 were raised by issuing a further 58 non-redeemable preference shares.
The company has also received additional funding of £2,931,657 from a shareholder and from other related parties of the company.
27
Ultimate controlling party
Odin Holdings (UK) Limited (incorporated in England and Wales) is regarded by the directors as being the company's immediate parent company. Its registered office is Ibex House, Baker Street, Weybridge, KT13 8AH and they prepare consolidated financial statements which include the results of Noumed Life Sciences Limited which can be obtained from Companies House.
28
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Sales
Purchases
2023
2022
2023
2022
£
£
£
£
Entities with which the company has participating interests
3,756,471
2,135,229
41,990
9,995
Other related parties
1,000,000
700,000
The following amounts were outstanding at the reporting end date:
2023
2022
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
746,151
784,994
Key management personnel
19,961,084
16,710,247
Other related parties
1,525,000
1,275,000
NOUMED LIFE SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
28
Related party transactions
(Continued)
- 29 -
A loan of £1,525,000 is due to a company under common control and is repayable in greater than 5 years and has interest of 3% attached. A further £746,151 (2022: £784,994) is due to a parent company and is repayable within 1 year and has interest of 3.75% attached.
The following amounts were outstanding at the reporting end date:
2023
2022
Amounts due from related parties
£
£
Entities with which the company has participating interests
3,293,332
3,799,953
Entities over which the entity has control, joint control or significant influence
1,955,673
841,641
Included in the above is a loan of £3,086,101 (2022: £3,710,807) which is considered repayable in more than one year and has interest of 2.5% being applied. Interest of £530,860 (2022: £199,829) has not been included in the balance and is shown separately in accrued income. The balance of £2,162,904 (2022: £930,787) is repayable on demand and is considered interest free.
Directors' transactions
Included in the amounts due to related parties above are amounts due to the directors at the balance sheet date of £21,904,354 (2022: £16,710,247). £5,174,439 (2022 restated: £5,174,439) is stated at cost with interest of 4.5% accruing and a repayment date of between 2 and 5 years. Other amounts loaned totalling £16,729,915 (2022 restated: £13,760,658) have been loaned with no interest attached.
This loan has therefore been recognised at present value with an effective rate of interest of 3% being applied. The difference between the value of the loan and the amortised cost has been treated as a capital contribution and is being released annually to the loan. The amount recognised as capital contribution at the year end is £1,943,270 (2022: £2,224,850). This loan is considered repayable within 7-9 years.
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