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Company No: SC377695 (Scotland)

DESTINA GENOMICS LTD

UNAUDITED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH THE REGISTRAR

DESTINA GENOMICS LTD

UNAUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Contents

DESTINA GENOMICS LTD

BALANCE SHEET

AS AT 31 DECEMBER 2023
DESTINA GENOMICS LTD

BALANCE SHEET (continued)

AS AT 31 DECEMBER 2023
Note 2023 2022
£ £
Fixed assets
Intangible assets 3 26,657 32,309
Tangible assets 4 755 1,007
Investments 5 152,851 152,851
180,263 186,167
Current assets
Debtors 6 358 58,640
Cash at bank and in hand 2,439 976
2,797 59,616
Creditors: amounts falling due within one year 7 ( 41,791) ( 229,025)
Net current liabilities (38,994) (169,409)
Total assets less current liabilities 141,269 16,758
Creditors: amounts falling due after more than one year 8 ( 214,811) ( 24,951)
Net liabilities ( 73,542) ( 8,193)
Capital and reserves
Called-up share capital 9 28 28
Share premium account 1,165,926 1,165,926
Equity reserve 0 25,544
Profit and loss account ( 1,239,496 ) ( 1,199,691 )
Total shareholders' deficit ( 73,542) ( 8,193)

For the financial year ending 31 December 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Destina Genomics Ltd (registered number: SC377695) were approved and authorised for issue by the Board of Directors on 28 June 2024. They were signed on its behalf by:

Dr J Diaz Mochon
Director
DESTINA GENOMICS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
DESTINA GENOMICS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Destina Genomics Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is 7-11 Melville Street, Edinburgh, EH3 7PE, United Kingdom.

The financial statements have been prepared under the historical cost convention, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its obligations for a period of at least 12 months from the date of approving these financial statements. The company will continue to receive support from the trading subsidiary where necessary. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration receivable for goods and services provided from funding recent research challenges through developing technology to assist with molecular diagnosis, and is shown net of VAT and other sales related taxes.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets 18 years straight line
Other intangible assets

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.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost or valuation, of each asset on a reducing balance basis over its expected useful life, as follows:

Plant and machinery etc. 25 % reducing balance

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.

Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entitles 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.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Compound Instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

2. Employees

2023 2022
Number Number
Monthly average number of persons employed by the Company during the year, including directors 4 3

3. Intangible assets

Other intangible assets Total
£ £
Cost
At 01 January 2023 100,000 100,000
At 31 December 2023 100,000 100,000
Accumulated amortisation
At 01 January 2023 67,691 67,691
Charge for the financial year 5,652 5,652
At 31 December 2023 73,343 73,343
Net book value
At 31 December 2023 26,657 26,657
At 31 December 2022 32,309 32,309

4. Tangible assets

Plant and machinery etc. Total
£ £
Cost
At 01 January 2023 18,375 18,375
At 31 December 2023 18,375 18,375
Accumulated depreciation
At 01 January 2023 17,368 17,368
Charge for the financial year 252 252
At 31 December 2023 17,620 17,620
Net book value
At 31 December 2023 755 755
At 31 December 2022 1,007 1,007

5. Fixed asset investments

2023 2022
£ £
Other investments and loans 152,851 152,851

The investment has been carried at cost and note on subsidiary is provided in note 11.

6. Debtors

2023 2022
£ £
Short term loans to Group companies 0 26,706
Corporation tax 0 27,304
Other debtors 358 4,630
358 58,640

7. Creditors: amounts falling due within one year

2023 2022
£ £
Bank loans 10,140 9,890
Trade creditors 0 13,921
Convertible loan notes 0 174,456
Other creditors 31,651 30,758
41,791 229,025

There are no amounts included above in respect of which any security has been given by the entity.

8. Creditors: amounts falling due after more than one year

2023 2022
£ £
Bank loans 14,811 24,951
Convertible loan notes 200,000 0
214,811 24,951

In 2019 the company issued 200,000 convertible loan notes. In accordance with accounting standards, a market value adjustment has previously been made to reflect the perceived higher interest rate that would have been charged on a similar loan without a conversion element. These Loan Notes had rights to convert in 2023 and were therefore disclosed within current liabilities in the prior year financial statements. However, the holders of the loan notes have agreed to defer conversion or repayment so the full value is now included in creditors due in more than one year. As the loan note holders have agreed to defer repayment no interest is being accrued.

9. Called-up share capital

2023 2022
£ £
Allotted, called-up and fully-paid
27,630 Ordinary shares of £ 0.001 each 28 28

10. Related party transactions

Transactions with entities in which the entity itself has a participating interest

2023 2022
£ £
Entities over which the entity has control, joint control or significant influence 0 26,707

The loan referenced above relates to an interest free loan with a group company. The loan is unsecured and repayable on demand. The loan has been received in full in the year.

11. Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking - Destina Genomica S.L.
Registered Office - Spain
Class of shares held - Common
% Held Direct - 100%

The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:

Name of undertaking - Destina Genomica S.L.
Capital and Reserves - £598,648
Profit/(Loss) - (£187,151)