Company registration number 04966495 (England and Wales)
ORIGIN SCIENCES LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
PAGES FOR FILING WITH REGISTRAR
ORIGIN SCIENCES LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Notes to the financial statements
3 - 9
ORIGIN SCIENCES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 NOVEMBER 2023
30 November 2023
- 1 -
2023
2022
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
3
160,150
220,139
Investments
4
161
161
160,311
220,300
Current assets
Trade and other receivables
5
962,400
791,139
Cash and cash equivalents
187,422
877,175
1,149,822
1,668,314
Current liabilities
6
(1,120,367)
(577,666)
Net current assets
29,455
1,090,648
Total assets less current liabilities
189,766
1,310,948
Non-current liabilities
7
(50,167)
(94,502)
Net assets
139,599
1,216,446
Equity
Called up share capital
9
32,850
32,392
Share premium account
20,056,875
18,200,658
Retained earnings
(19,950,126)
(17,016,604)
Total equity
139,599
1,216,446
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
For the financial year ended 30 November 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
ORIGIN SCIENCES LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
30 NOVEMBER 2023
30 November 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 27 February 2024 and are signed on its behalf by:
S Hall
Director
Company registration number 04966495 (England and Wales)
ORIGIN SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 3 -
1
Accounting policies
Company information
Origin Sciences Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 5 Fleet Place, London, EC4M 7RD.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The 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.
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.
1.2
Going concern
At the reporting date the company had accumulated losses of £19,950,126. During the year 457,873 Ordinary shares of £0.001 each were issued at a premium for a total consideration of £1,856,675.
On the basis the company continues to raise sufficient investment to fund its working capital requirements, the directors consider it appropriate to prepare the financial statements on a going concern basis.
1.3
Revenue
Revenue is recognised when the goods are delivered or the service is performed to the extent that it is probable that economic benefits will flow into the company and excludes value added tax.
1.4
Research and development expenditure
Research expenditure is written off against profits 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
Property, plant and equipment
Property, plant and equipment 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 of assets less their residual values over their useful lives on the following annual rates:
Plant and machinery
25%
Fixtures & fittings
25%
IT equipment
25%
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 the statement of income.
ORIGIN SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.6
Non-current investments
Interests in subsidiaries 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 the income statement.
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.
1.7
Impairment of non-current assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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).
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
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 liabilities
Basic financial liabilities, including trade and other payables and loans from fellow group companies, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost.
1.10
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.
ORIGIN SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.11
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 income statement 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.
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 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 income statement, 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.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an appropriate pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
ORIGIN SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to income 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 lease asset are consumed.
1.16
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
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
22
17
3
Property, plant and equipment
Plant and machinery etc
£
Cost
At 1 December 2022
470,534
Additions
11,883
At 30 November 2023
482,417
Depreciation and impairment
At 1 December 2022
250,395
Depreciation charged in the year
71,872
At 30 November 2023
322,267
Carrying amount
At 30 November 2023
160,150
At 30 November 2022
220,139
ORIGIN SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 7 -
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
161
161
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 December 2022 & 30 November 2023
161
Carrying amount
At 30 November 2023
161
At 30 November 2022
161
5
Trade and other receivables
2023
2022
£
£
Amounts falling due within one year:
Trade receivables
4,491
Corporation tax recoverable
530,000
630,000
Other receivables
432,400
156,648
962,400
791,139
6
Current liabilities
2023
2022
£
£
Bank loans
10,000
10,000
Trade payables
510,867
145,554
Amounts owed to group undertakings
160
160
Taxation and social security
179,018
44,986
Other payables
420,322
376,966
1,120,367
577,666
Included in other payables is a loan of £50,000 provided by Animatrix Founders LLP secured by way of a fixed and floating charge over the assets of the company.
ORIGIN SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 8 -
7
Non-current liabilities
2023
2022
£
£
Bank loans and overdrafts
15,833
25,833
Other payables
34,334
68,669
50,167
94,502
8
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 December 2022
4,040,000
3,580,000
0.44
0.30
Granted
1,769,800
820,000
0.62
1.00
Forfeited
(989,800)
(360,000)
0.60
0.35
Outstanding at 30 November 2023
4,820,000
4,040,000
0.47
0.44
Exercisable at 30 November 2023
3,355,000
2,567,500
0.34
0.28
The weighted average share price at the date of exercise for share options exercised during the year was £nil as no options were exercised (2022 - £nil).
Liabilities and expenses
The company issues options to certain employees and directors.
These options are valid subject to vesting requirements, which include the achievement of certain objectives and the individuals remaining in employment, unless permitted by the board.
At the date of grant the directors considered the fair value of these options to be £nil.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
32,849,654
32,391,780
32,850
32,392
ORIGIN SCIENCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 9 -
10
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
64,750
142,450