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Registered number: 11830666










LIGHTCAST DISCOVERY LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
LIGHTCAST DISCOVERY LIMITED
 

COMPANY INFORMATION


Directors
Keith Crandell 
Mathew Frohn 
Kevin Knopp 
Paul Loeffen 
Wouter Roeland Andre Meuleman 
Craig Tombling (resigned 25 July 2023)
Christian Daniel Uhrich 
Kevin Hrusovsky (appointed 26 July 2023)




Registered number
11830666



Registered office
Broers Building
21 JJ Thomson Avenue

Cambridge

Cambridgeshire

CB3 0FA




Independent auditors
James Cowper Kreston Audit

2 Chawley Park

Cumnor Hill

Oxford

Oxfordshire

OX2 9GG





 
LIGHTCAST DISCOVERY LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10 - 11
Company Balance Sheet
12 - 13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16
Notes to the Financial Statements
17 - 34


 
LIGHTCAST DISCOVERY LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report of Lightcast Discovery Limited (the "Company") for the year ended 31 December 2023.
The Company is a life science tools company developing a novel single-cell functional analysis platform.  It allows users to control and profile massively parallel and sequential droplet-based assays, with end-to-end tracking and live cell recovery for downstream applications.  This flexible droplet-based platform can load, select, process, analyze, and recover thousands to tens of thousands of individual cells at the same time. Unlike standard microfluidic methods, Lightcast’s platform offers greater flexibility to analyze a wide range of cell types and assays, as well as the precision to meticulously control and monitor the number, occupancy, location, and movement of each droplet. The unprecedented flexibility, scalability, and control of this approach will streamline workflows for drug discovery and development, and promote translational and basic research advancements. The product under development comprises a benchtop bio-tool, a consumable microfluidic cartridge, consumable reagents and transport media, and software for instrument control and workflow generation and analysis.

Business review
 
Through 2023, the Company has made substantial progress in development, operations and the first steps towards commercialization for instrument, consumable, software and services revenue streams.  The Company sold its first two instruments to customers in the latter part of 2023 as part of the early access and beta program and continued to engage with its development partners on several pilot projects which resulted in total revenue of £417,627 in 2023, (2022: £56,441).  
In development, a key focus in the period was to bring up the first batch of pre-production prototype instruments through to CE marking testing, allowing these instruments to be delivered to customers.  As well as the instrument, the Company has been developing and commissioning the consumable cartridge to ensure a good supply and consistent quality to support a beta and early access program. 
In operations, the Company leased and set up a new manufacturing assembly site close to the development offices in Cambridge, providing a dedicated location for the assembly of the instrument and to perform final assembly and test of the consumable cartridges.
To support the increasing commercialization and upcoming full product launch in 2024, the Company started to increase the size of the commercial team, in both the Cambridge UK and a new lab and office space in Massachusetts, USA. A new Chief Commercial Officer, Paul Steinberg, joined the Company in May 2023.

Principal risks and uncertainties
 
The directors are responsible for managing risks and uncertainties, paying attention to market forecasts and trends and keeping close relationships with their customers. The key risks and the Company's approach to managing them is outlined below:
Commercial risks
The Company's current and potential competitors may compete by offering similar or entirely different competing technologies, products and services and there can be no assurance that these will not be more effective than those developed and offered by the Company. The Company is investing in commercial resources, in both UK/Europe and the USA, and encourages the development of strong long-term relationships with its customers. 
Product pipeline
The Company's research and development projects are experimental in nature and may have unpredictable and unknown outcomes. Project failure or delay may impact on the ability of the Company to commercialise such research and development activity or may impact the timing of product release and consequent revenue workstreams. To reduce the risk of product failure, the Company maintains diversity in its operational structure, employs talented staff and engages early with potential users of its technology to help ensure that it meets or exceeds market expectations.
 
Page 1

 
LIGHTCAST DISCOVERY LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Intellectual property risk and litigation 
The Company employs a variety of proprietary and patented technologies. We seek to protect our intellectual property rights and to enhance the value of the Company by a combination of patents, trade marks, confidentiality and licence agreements and by other contracts. We cannot provide any assurance that the intellectual property rights that we own, or license provide protection from competitive threats or that we would prevail in any challenge posed to our intellectual property rights. In addition, we cannot provide any assurances that we will be successful in obtaining and retaining licenses or patents over our inventions and discoveries in the future. Further, our products and services may be claimed to infringe patents or other intellectual property rights owned by other parties. Similarly, we may face claims brought by third parties in relation to the way in which we run or manage our business or safeguard confidential or personal data.  We do, however, take all steps reasonably necessary or desirable for the fullest protection of all IP and know-how used by which is material to the business of the Company.
Dependence on key personnel
Failure to retain key members of staff or to attract individuals with the right skill and experience sets could adversely affect the operation of the business and the success of its research and development or commercial projects. The Company has sought to reduce this risk by offering an attractive working environment and by appropriate reward and recognition of staff and long-term incentive schemes. 
R&D and manufacturing capacity
There is a risk that if the Company's facilities or equipment were damaged or destroyed, or if it experiences a significant disruption in its operations for any reason, its ability to continue to operate the business could be materially reduced. The Company is mitigating this risk through having multiple locations, with the US and UK spaces each able to support customer applications development and the two UK locations able to support instrument development. The main consumable development is across two locations with one internal and one being an external supplier. With the loss of any location this significantly reduces ability to deliver both product development and product revenue, and hence business interruption insurance has been put in place to cover such losses. 
Economic risk
The global supply chain challenges witnessed in 2022, in particular around electronic components, have somewhat reduced, however the sourcing of critical components and alternative supply chains will continue to be a prudent focus for the manufacturing team as we keep abreast of world events, e.g. Ukraine war, Red sea disruption.  

Financial risks
The Company is exposed to financial market risks in the ordinary course of its business, including some credit risk and foreign currency exchange risk.  This mitigated by due diligence with customers and working with accredited third parties to optimize currency transactions whilst minimizing risk and exposure.   Whilst the main trading and reporting currency is that of the parent company in GBP, the company does have a subsidiary company in the USA (Lightcast Discovery, Inc.) and will increasingly trade in US Dollars. To date the Company has not entered into any foreign currency hedging contracts, although it may do so in the future.
The Company, having completed its Series B funding in January 2024, continues to invest in the expansion of the business, with investment in both product and services innovation and in its commercial infrastructure. It is loss-making at present and requires continued financial resources to increase its commercial and operational activities.  The directors monitor the Company's cash utilization on an ongoing basis to ensure that an appropriate lead time for obtaining further funding is maintained. Several budget scenarios for 2024 have been prepared to ensure the directors and executive management team understand the financial risks around operation and commercialization through 2024 and the following year.  Post the Company's Series B fund raising, further equity may be sought alongside venture debt, prior to a Series C funding round, however, the directors believe that, with the Series B financial support, the current financial resources are sufficient to fund operations for at least 12 months from the approval of the financial statements.

Page 2

 
LIGHTCAST DISCOVERY LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
The management objectives for the Company are controlling expenditure in line with budgets approved by the directors and ensuring that the Company has adequate cash facilities and cash flows to fund operations.  The main financial key performance indicators are considered to be loss before interest, taxation, depreciation and amortization (EBITA) excluding share based payment of £19,100,215 (2022: £13,033,705) and a year-end cash balance of £ 11,242,729  (2022: £25,445,200).  


This report was approved by the board and signed on its behalf.



Paul Loeffen
Director

Date: 3 April 2024

Page 3

 
LIGHTCAST DISCOVERY LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

Keith Crandell 
Mathew Frohn 
Kevin Knopp 
Paul Loeffen 
Wouter Roeland Andre Meuleman 
Craig Tombling (resigned 25 July 2023)
Christian Daniel Uhrich 
Kevin Hrusovsky (appointed 26 July 2023)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £17,906,069 (2022 - loss £13,278,946).



Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 4

 
LIGHTCAST DISCOVERY LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

On 29 January 2024, the Group allotted 1,748,530 series B Preferred shares of £0.00001 for a total consideration before expenses of £14,163,093.

Auditors

The auditorsJames Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Paul Loeffen
Director

Date: 3 April 2024

Page 5

 
LIGHTCAST DISCOVERY LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LIGHTCAST DISCOVERY LIMITED
 

Opinion


We have audited the financial statements of Lightcast Discovery Limited (the 'parent Company') and its subsidiary (the 'Group') for the year ended 31 December 2023, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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.


Basis for opinion


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


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.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
LIGHTCAST DISCOVERY LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LIGHTCAST DISCOVERY LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' 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 set out on page 4, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
LIGHTCAST DISCOVERY LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LIGHTCAST DISCOVERY LIMITED (CONTINUED)


Auditors' 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 Auditors' 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 Group financial statements
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. This 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.
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our 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 2006Our 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 Auditors' 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.





Sue Staunton MA FCA CF (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
2 Chawley Park
Cumnor Hill
Oxford
Oxfordshire
OX2 9GG

3 April 2024
Page 8

 
LIGHTCAST DISCOVERY LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
417,627
56,441

Cost of sales
  
(204,374)
(171,662)

Gross profit/(loss)
  
213,253
(115,221)

Administrative expenses
  
(19,709,425)
(13,685,671)

Share based payment charge
  
(2,177,696)
(2,434,179)

Other operating income
 5 
-
37,510

Operating loss
 6 
(21,673,868)
(16,197,561)

Interest receivable and similar income
 10 
376,030
38,015

Loss before tax
  
(21,297,838)
(16,159,546)

Tax on loss
 11 
3,391,769
2,880,600

Loss for the financial year
  
(17,906,069)
(13,278,946)

  

  

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 17 to 34 form part of these financial statements.

Page 9

 
LIGHTCAST DISCOVERY LIMITED
REGISTERED NUMBER: 11830666

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
-
6,413

Tangible assets
 13 
1,014,876
857,108

  
1,014,876
863,521

Current assets
  

Stocks
  
767,783
-

Debtors: amounts falling due within one year
 16 
4,721,920
3,789,416

Cash at bank and in hand
 17 
11,242,729
25,445,200

  
16,732,432
29,234,616

Creditors: amounts falling due within one year
 18 
(2,304,986)
(2,021,533)

Net current assets
  
 
 
14,427,446
 
 
27,213,083

Total assets less current liabilities
  
15,442,322
28,076,604

Provisions for liabilities
  

Other provisions
 19 
(427,897)
(336,274)

  
 
 
(427,897)
 
 
(336,274)

Net assets
  
15,014,425
27,740,330


Capital and reserves
  

Called up share capital 
 20 
106
103

Share premium account
 21 
48,081,278
45,078,813

Other reserves
 21 
5,443,946
3,266,250

Profit and loss account
 21 
(38,510,905)
(20,604,836)

  
15,014,425
27,740,330


Page 10

 
LIGHTCAST DISCOVERY LIMITED
REGISTERED NUMBER: 11830666

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

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




Paul Loeffen
Director

Date: 3 April 2024

The notes on pages 17 to 34 form part of these financial statements.

Page 11

 
LIGHTCAST DISCOVERY LIMITED
REGISTERED NUMBER: 11830666

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
-
6,413

Tangible assets
 13 
1,000,141
857,108

Investments
 14 
1
1

  
1,000,142
863,522

Current assets
  

Stocks
  
767,783
-

Debtors: amounts falling due within one year
 16 
5,536,119
3,794,788

Cash at bank and in hand
 17 
11,126,700
25,441,122

  
17,430,602
29,235,910

Creditors: amounts falling due within one year
 18 
(2,282,563)
(2,021,533)

Net current assets
  
 
 
15,148,039
 
 
27,214,377

Total assets less current liabilities
  
16,148,181
28,077,899

  

Provisions for liabilities
  

Other provisions
 19 
(427,897)
(336,274)

  
 
 
(427,897)
 
 
(336,274)

Net assets
  
15,720,284
27,741,625


Capital and reserves
  

Called up share capital 
 20 
106
103

Share premium account
 21 
48,081,278
45,078,813

Other reserves
 21 
5,443,946
3,266,250

Profit and loss account carried forward
  
(37,805,046)
(20,603,541)

  
15,720,284
27,741,625


Page 12

 
LIGHTCAST DISCOVERY LIMITED
REGISTERED NUMBER: 11830666

COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

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


Paul Loeffen
Director

Date: 3 April 2024

The notes on pages 17 to 34 form part of these financial statements.

Page 13

 
LIGHTCAST DISCOVERY LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
103
45,078,813
3,266,250
(20,604,836)
27,740,330



Loss for the year
-
-
-
(17,906,069)
(17,906,069)

Shares issued during the year
3
3,002,465
-
-
3,002,468

Share based payment charge
-
-
2,177,696
-
2,177,696


At 31 December 2023
106
48,081,278
5,443,946
(38,510,905)
15,014,425


The notes on pages 17 to 34 form part of these financial statements.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
55
13,520,838
832,071
(7,325,890)
7,027,074



Loss for the year
-
-
-
(13,278,946)
(13,278,946)

Shares issued during the year
48
31,557,975
-
-
31,558,023

Share based payment charge
-
-
2,434,179
-
2,434,179


At 31 December 2022
103
45,078,813
3,266,250
(20,604,836)
27,740,330


The notes on pages 17 to 34 form part of these financial statements.

Page 14

 
LIGHTCAST DISCOVERY LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
103
45,078,813
3,266,250
(20,603,541)
27,741,625



Loss for the year
-
-
-
(17,201,505)
(17,201,505)

Shares issued during the year
3
3,002,465
-
-
3,002,468

Share based payment charge
-
-
2,177,696
-
2,177,696


At 31 December 2023
106
48,081,278
5,443,946
(37,805,046)
15,720,284


The notes on pages 17 to 34 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
55
13,520,838
832,071
(7,325,890)
7,027,074



Loss for the year
-
-
-
(13,277,651)
(13,277,651)

Shares issued during the year
48
31,557,975
-
-
31,558,023

Share based payment charge
-
-
2,434,179
-
2,434,179


At 31 December 2022
103
45,078,813
3,266,250
(20,603,541)
27,741,625


The notes on pages 17 to 34 form part of these financial statements.

Page 15

 
LIGHTCAST DISCOVERY LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(17,906,069)
(13,278,946)

Adjustments for:

Amortisation of intangible assets
-
2,966

Depreciation of tangible assets
395,957
233,174

Loss on disposal of tangible assets
6,413
(2,124)

Interest received
(376,030)
(38,015)

Taxation charge
(3,391,769)
(2,880,600)

(Increase)/decrease in stocks
(767,783)
-

(Increase) in debtors
(390,693)
(579,098)

Increase in creditors
283,453
1,099,373

Increase in provisions
91,623
158,260

Share option charge
2,177,696
2,434,179

Corporation tax received
2,859,143
1,220,098

Other tax paid
(9,185)
-

Net cash generated from operating activities

(17,027,244)
(11,630,733)


Cash flows from investing activities

Purchase of intangible fixed assets
-
(1,587)

Purchase of tangible fixed assets
(553,725)
(427,978)

Sale of tangible fixed assets
-
2,124

Interest received
376,030
38,015

Net cash from investing activities

(177,695)
(389,426)

Cash flows from financing activities

Issue of ordinary shares
3,002,468
31,558,023

Net cash used in financing activities
3,002,468
31,558,023

Net (decrease)/increase in cash and cash equivalents
(14,202,471)
19,537,864

Cash and cash equivalents at beginning of year
25,445,200
5,907,336

Cash and cash equivalents at the end of year
11,242,729
25,445,200


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
11,242,729
25,445,200

11,242,729
25,445,200


The notes on pages 17 to 34 form part of these financial statements.

Page 16

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Lightcast Discovery Limited was incorporated on 15 February 2019 in the United Kingdom as a Private Limited Company. The registered office is in Broers Building, 21 J J Thomson Avenue, Cambridge, United Kingdom, CB3 0FA. The principal activity of the Company is that of the development of next generation microfluidic technology.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiary ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are, therefore, eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

During the year, the Group made a loss of £17,906,069 (2022: £13,278,946) and had net assets at 31 December 2023 of £15,014,425 (2022: £27,740,330) including cash and cash equivalents of £11,242,729 (2022: £25,445,200).
Notwithstanding these results for the period, during this stage of its lifecycle the Group is likely to remain in a net operating cash outflow position and, therefore, the Group has successfully raised funding in the year. Please refer to note 20 for further details. In addition, the Group have raised 1,748,530 Series B Preferred shares for a total consideration of £14,163,093.
The Directors have prepared budgets and forecasts assessing the required resources to continue in operational existence for the foreseeable future. This includes consideration of sales conversion and the continued growth and development of the Group. The Group has introduced a range of measures to ensure a continued supply of products and services to its customers and is continuing to invest in its research and development activities. The Directors consider these budgets and forecasts to be achievable, however, the Directors have considered alternative scenarios which continue to demonstrate the Group remaining cash positive for a period of at least 12 months from the approval of these financial statements.
The Directors, therefore, continue to prepare the financial statements on the going concern basis.

Page 17

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 18

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 19

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

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 Group 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.

 
2.12

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.14

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.

 The estimated useful lives range as follows:

R&D software
-
3
years

 
2.15

Development costs

All development costs are expensed through the Statement of Comprehensive Income.

Page 20

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Manufacturing equipment
-
33%
Leasehold improvements
-
33%
Office equipment
-
33%
Computer equipment
-
33%
Lab equipment
-
20%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.19

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.20

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 21

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.22

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.23

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Page 22

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The Group makes estimates and assumptions concerning the future and judgements in applying the Group's accounting policies. The resulting accounting estimates will, by definition, seldom equal the actual results. There were no estimates or assumptions that have caused a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the assets and projected disposal values.
Share based payment
The fair value of the share options at the date of grant is determined using the Black-Scholes model. This model uses key assumptions including the risk free rate, share price and volatility of the share price. The fair value of the options at the date of grant is then charged to the Consolidated Statement of Comprehensive Income 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.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Sale of instruments
379,779
-

Services
37,848
56,441

417,627
56,441


2023
2022
£
£

United Kingdom
417,627
51,441

Rest of the world
-
5,000

417,627
56,441



5.


Other operating income

2023
2022
£
£

Government grants receivable
-
37,510

-
37,510


Page 23

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Research & development charged as an expense
7,596,187
6,671,807

Exchange differences
(53,667)
98,844

Other operating lease rentals
982,615
379,641


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
16,225
14,750

Fees payable to the Company's auditors in respect of:

Taxation compliance services
7,940
6,350


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
6,886,704
4,071,565
6,653,604
4,071,565

Social security costs
720,118
475,337
715,470
475,337

Cost of defined contribution scheme
379,122
227,148
361,689
227,148

7,985,944
4,774,050
7,730,763
4,774,050


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Employees
93
75

Page 24

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
319,000
348,284

Group contributions to defined contribution pension schemes
22,330
10,388

341,330
358,672


The highest paid director received remuneration of £182,275 (2022 - £204,462).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,759 (2022 - £5,936).

During the year 4 directors received shares under the long-term incentive schemes (2022 -4)


10.


Interest receivable

2023
2022
£
£


Other interest receivable
376,030
38,015

376,030
38,015


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(3,391,769)
(2,880,600)


(3,391,769)
(2,880,600)


Total current tax
(3,391,769)
(2,880,600)

Deferred tax

Total deferred tax
-
-


Tax on loss
(3,391,769)
(2,880,600)
Page 25

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(21,297,838)
(16,159,546)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(5,459,361)
(3,070,314)

Effects of:


Fixed asset differences
8,756
(7,378)

Expenses not deductible for tax purposes
334,626
467,828

R&D tax adjustments
55,213
(1,264,667)

Remeasurement of deferred tax for changes in tax rates
(104,981)
(313,873)

Movement in deferred tax not recognised
1,773,978
1,307,804

Total tax charge for the year
(3,391,769)
(2,880,600)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets

Group and Company





Computer software

£





At 1 January 2023
10,087


Disposals
(10,087)



At 31 December 2023

-





At 1 January 2023
3,674


On disposals
(3,674)



At 31 December 2023

-



Net book value



At 31 December 2023
-



At 31 December 2022
6,413



Page 27

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group and Company






Manufacturing equipment
Fixtures and fittings
Office equipment
Computer equipment
Lab equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
2,378
364,106
61,902
221,247
526,158
1,175,791


Additions
30,561
92,434
10,073
244,648
176,009
553,725



At 31 December 2023

32,939
456,540
71,975
465,895
702,167
1,729,516



Depreciation


At 1 January 2023
132
127,161
17,673
78,746
94,971
318,683


Charge for the year on owned assets
2,379
147,564
22,762
97,715
125,537
395,957



At 31 December 2023

2,511
274,725
40,435
176,461
220,508
714,640



Net book value



At 31 December 2023
30,428
181,815
31,540
289,434
481,659
1,014,876



At 31 December 2022
2,246
236,945
44,229
142,501
431,187
857,108

Page 28

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
1



At 31 December 2023
1





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Lightcast Discovery Inc
The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Lightcast Discovery Inc
(688,386)
(685,875)


15.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Raw materials and consumables
608,966
-
608,966
-

Work in progress
158,817
-
158,817
-

767,783
-
767,783
-


Page 29

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
567,816
52,328
567,816
52,328

Amounts owed by group undertakings
-
-
884,222
135,437

Other debtors
366,262
337,192
327,969
296,791

Prepayments and accrued income
386,888
540,753
355,158
451,089

Tax recoverable
3,400,954
2,859,143
3,400,954
2,859,143

4,721,920
3,789,416
5,536,119
3,794,788



17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
11,242,729
25,445,200
11,126,700
25,441,122

11,242,729
25,445,200
11,126,700
25,441,122



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
1,023,989
495,921
1,004,418
495,921

Other taxation and social security
195,323
155,407
195,323
155,407

Other creditors
76,379
44,239
73,527
44,239

Accruals and deferred income
1,009,295
1,325,966
1,009,295
1,325,966

2,304,986
2,021,533
2,282,563
2,021,533


Page 30

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Provisions


Group and Company






Dilapidation provision
Warranty provision
Total

£
£
£





At 1 January 2023
336,274
-
336,274


Charged to profit or loss
85,823
5,800
91,623



At 31 December 2023
422,097
5,800
427,897

Provisions represent the Group's obligation to return leased premises to their original condition on termination of the lease.
The Group expects to utilise the dilapidation provision on termination of leases on premises, being at least 12 months from the date of the Statement of Financial Position.

Page 31

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



2,637,000 (2022 - 2,600,000) Ordinary shares of £0.000010 each
26
26
765,000 (2022 - 800,000) Ordinary A shares of £0.000010 each
8
8
4,298,000 (2022 - 4,300,000) Preferred A shares of £0.000010 each
43
43
320,000 (2022 - 300,000) Ordinary B shares of £0.000010 each
3
3
2,623,000 (2022 - 2,300,000) Preferred B shares of £0.000010 each
26
23

106

103

On 2 March 2023, the Group allotted 270 Ordinary shares of £0.00001 for a total consideration before expenses of £459. On 10 May 2023, the Group allotted 290 Ordinary shares of £0.00001 for a total consideration before expenses of £493. On 20 June 2023, the Group allotted 1,776 Ordinary shares of £0.00001 for a total consideration before expenses of £3,019. On 18 July 2023, the Group allotted 3,883 Ordinary shares of £0.00001 for a total consideration before expenses of £6,601. On 2 August 2023, the Group allotted 296,287 Series B Preferred shares of £0.00001 for a total consideration before expenses of £2,399,925. On 5 August 2023, the Group allotted 1,531 Ordinary shares of £0.00001 for a total consideration before expenses of £2,603. On 8 August 2023, the Group allotted 74,073 Series B Preferred shares of £0.00001 for a total consideration before expenses of £599,991. On 25 October 2023, the Group allotted 911 Ordinary shares of £0.00001 for a total consideration before expenses of £1,549.
The holders of Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Group. 
The Ordinary A, Ordinary B, Preferred A, and Preferred B shares have full voting and dividends rights and have attached to them second round rights on a return of assets on a winding up or liquidation of the Group. 





21.


Reserves

Share premium account

Share premium account represents the amounts received for shares in issue above the nominal value. 

Other reserves

The other reserve represents the cumulative charge in respect of Groups share-based payment arrangements. 

Profit and loss account

The profit and loss account is the Group and Company's accumulated retained earnings up to the balance sheet date. 

Page 32

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Share-based payments

During the year ended 31 December 2023, the Group granted 179,700 EMI options to employees through an equity-settled share-based payment arrangement and granted 372,600 Non-qualifying options to employees through an equity-settled share-based payment arrangement.
The latest date the remaining options can be exercised is 4 October 2033. No performance conditions were attached to the options with the vesting conditions being a requirement for continuous employment to the relevant vesting dates.
The fair value of the share options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value. This fair value is then expensed over the vesting period of the share options. 

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

160

852,663

170
 
510,029
 
Granted during the year

195

552,300

145
 
342,634
 
Forfeited during the year

158

(27,849)

-
 
-
 
Exercised during the year

170

(8,661)

-
 
-
 
Outstanding at the end of the year
177

1,368,453

160
 
852,663
 

2023
2022

Option pricing model used


Black-Scholes

Black-Scholes
 
Weighted average share price (pence)


810

655
 
Exercise price (pence)


195

157
 
Weighted average contractual life (days)


3650

3650
 
Expected volatility


47%

41%
 
Risk-free interest rate


4.11%

2%
 

2023
2022
£
£


Equity-settled schemes
2,177,696
2,434,179

2,177,696
2,434,179

Page 33

 
LIGHTCAST DISCOVERY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £361,696 (2022: £216,760). Contributions totalling £73,527 (2022: £44,013) were payable to the fund at the reporting date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
Group
£
£


Not later than 1 year
722,675
836,900

Later than 1 year and not later than 5 years
1,571,328
437,481

Later than 5 years
295,139
-

2,589,142
1,274,381


25.


Related party transactions

During the year ended 31 December 2023 the Group received £nil (2022: £1,709,804) through an equity issue from a limited partnership controlled by a common related party.
The Group has chosen to apply the exemption under FRS 102 Section 33 not to disclose transactions  with wholly owned group companies.


26.


Post balance sheet events

On 29 January 2024, the Group allotted 1,748,530 series B Preferred shares of £0.00001 for a total consideration before expenses of £14,163,093.


27.


Controlling party

In the opinion of the Directors, there is no ultimate controlling party.


Page 34