Registered number
09496393 (England & Wales)
Replimune Limited
Annual Report and Financial Statements
31 March 2024
Replimune Limited
Annual report and financial statements
Contents
Page(s)
Company Information 1
Strategic Report 2 to 4
Directors' Report 5 to 6
Independent auditors' report to the members of Replimune Limited 7 to 10
Statement of Comprehensive Income 11
Statement of Financial Position 12 to 13
Statement of Changes in Equity 14 to 15
Statement of Cash Flows 16
Notes to the Financial Statements 17 to 36
Replimune Limited
Company Information
Directors
P Astley-Sparke
C Love
Independent auditors
PricewaterhouseCoopers LLP
3 Forbury Place
23 Forbury Road
Reading
Berkshire
RG1 3JH
United Kingdom
Registered office
69 Innovation Drive
Milton Park
Abingdon
Oxfordshire
OX14 4RQ
United Kingdom
Registered number
09496393
Replimune Limited
Strategic Report
The directors present their report for the year ended 31 March 2024.
Business environment
Replimune is developing novel, proprietary oncolytic immunotherapies intended to improve both the direct anti-tumour effects of selective virus replication and the potency of the immune response to the tumour antigens released. Replimune intends to progress these rapidly through clinical trials and to combine these with checkpoint blockade at an early stage of clinical development.
Strategy
RP1 is Replimune's first investigational cancer therapy being studied in clinical trials. RP1 is a version of herpes simplex virus type 1, the virus that generally causes cold sores or fever blisters, which has been engineered to replicate selectively in tumours. Pivotal clinical trials of RP1 are ongoing and the primary analysis data from the CERPASS trial ( Squamous cell carcinoma) was announced in Q4 of 2023 with the primary analysis data from the IGNYTE trial ( Anti PD-1 failed melanoma) scheduled to be announced in Q2 2024.
We are also developing additional product candidates, RP2 and RP3, that have been further engineered to enhance anti-tumour immune responses and are intended to address additional tumour types. We initiated the phase 2 clinical trials of RP2 and RP3 in Q3 2023.
The company has sought no financial assistance, either in the form of government support grants or in government supported loan funding, and has no future intentions in this respect.
We continue to plan for an RP1 BLA submission in 2024 and to prepare the company for commercial readiness.
Overall business performance and Key Performance Indicators
The company’s headcount expanded to 65 personnel during 2024 and this expansion is continuing in both scientific and support staff.
We are conducting a number of clinical trials at sites in the UK and patient enrolment continues.
The parent company has now established a manufacturing facility in Framingham, Massachusetts in the USA and the company has completed the process of transferring the manufacturing of RP1, RP2 and RP3 from 3rd party manufacturers to this site.
Overall business risk
The principal risk to the business concerns the sufficiency of funding to progress its programs through to market.
The company has received assurances that it will receive financial support from its ultimate parent company Replimune Group, Inc., either in the form of short term loans and/or additional equity to enable it to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. The company received $152,780,917 (2023: $136,374,824) from its ultimate parent company as a capital contribution in the year ended 31 March 2024. The directors believe, based on their knowledge of the Replimune group, that this support will continue to be available if it is needed.
The balance at bank as at 31 March 2024 was $1,752,703 (2023: $1,158,085).
Financial risk and capital management
The Company’s activities expose it to a number of financial risks, specifically foreign exchange risk and liquidity risk. The group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.
The board develops the principles for overall risk management and carries out the risk management programme focussing on the major risks identified.
Foreign exchange risk
The Company undertakes transactions denominated in foreign currencies and holds funds in US Dollars; consequently, exposures to exchange rate fluctuations arise. The board considers the relative cash holdings in US Dollars and £ Sterling on a regular basis.
Liquidity risk
Short and medium term cash flow forecasting is performed on a regular basis to ensure that sufficient cash is on hand to meet operational needs, such forecasting having regard to the progression of the lead product towards the required regulatory approval. The Company has also received assurances that it will receive financial support from its ultimate parent company, Replimune Group, Inc., as required.
Capital management
The capital structure of the Company is as disclosed in note 17. The Company's objectives are to manage the capital in such a manner as to safeguard the Company's ability to continue as a going concern.
There is no debt in the form of borrowings and the Company is not subject to any externally imposed capital requirements. The Company monitors capital on a regular basis in order to anticipate any future significant variations in capital.
The ultimate parent company provides funds to the Company on a regular basis as required.
Critical accounting estimates and judgements
The Company makes estimates and judgements concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
This report was approved by the board and signed on its behalf by:
Colin Love
Director
Approved on: 4 September 2024
Replimune Limited
Directors' Report
The directors present their report and the audited financial statements for the year ended 31 March 2024.
General information
The company is a private company limited by shares, incorporated in England and is domiciled in the United Kingdom. The registered office and principal place of business is: 69 Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RQ, United Kingdom. The company is a wholly owned subsidiary of its ultimate parent company Replimune Group, Inc.
Principal activities
The company was incorporated on 18 March 2015 as an investor-funded research and development company, based in the UK and with a US corporate parent and support office. The company specialises in developing an emerging class of cancer therapeutics, known as oncolytic immunotherapy.
Results for the year
The company made a loss for the year of $201,644,487 (2023: $148,790,161). The company also had net liabilities of $75,210,152 (2023: $26,352,439).
Dividends
The directors are unable to recommend a final dividend (2023: $nil) as there were accumulated losses at the end of the financial year.
Directors
The directors of the company who were in office during the year and up to the date of signing the financial statements, unless otherwise stated, were:
P Astley-Sparke
C Love
All the directors who are eligible offer themselves for election at the forthcoming Annual General Meeting.
Statement of directors’ responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with UK-adopted international accounting standards.
Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
Statement of directors’ responsibilities in respect of the financial statements
(continued)
The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.
Directors confirmations
In the case of each director in office at the date the directors report is approved:
so far as the directors are aware, there is no relevant audit information of which the company’s auditors are unaware; and
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.
Independent auditors
The independent auditors, PricewaterhouseCoopers LLP, have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the annual general meeting.
Qualifying third party indemnity provisions
As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the financial year and is currently in force. The company also purchased and maintained throughout the financial year: Directors’ and Officers’ Liability insurance, in respect of itself and of its directors.
This report was approved by the board and signed on its behalf by:
Colin Love
Director
Approved on: 4 September 2024
Replimune Limited
Independent auditors' report
to the members of Replimune Limited
Report on the audit of the financial statements
Opinion
In our opinion, Replimune Limited's financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its loss and cash flows for the year then ended;
have been properly prepared in accordance with UK-adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements ( the "Annual Report") , which comprise: the Statement of Financial Position as at 31 March 2024; the Statement of Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, comprising material accounting polcy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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 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.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Independent auditors' report
to the members of Replimune Limited (continued)
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 March 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors' responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Independent auditors' report
to the members of Replimune Limited (continued)
Responsibilities for the financial statements and the audit (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 financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and tax legislation, including UK Research and Development tax credit schemes, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to unauthorised extraction of cash. Audit procedures performed by the engagement team included:
Discussions with management and those outside of finance including consideration of known or suspected instances of non compliance with laws and regulations and fraud;
Reading Board meeting minutes to determine if any known or suspected fraud or non-compliance with laws and regulations have been identified;
Evaluation of management's controls designed to prevent and detect irregularities;
Identifying and testing journal entries in particular those journal entries posted with unusual account combinations that represent a risk of material misstatement due to fraud;
Testing a sample of cash payments made to ensure they have appropriate commercial substance; and
Performing a review of financial statement disclosures or compliance with Companies Act 2006.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Independent auditors' report
to the members of Replimune Limited (continued)
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors' remuneration specified by law are not made; or
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Ruth Ashman-Wutte (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Reading
4 September 2024
Replimune Limited
Statement of Comprehensive Income
for the year ended 31 March 2024
Note 2024 2023
$ $
Research and development expenditure (175,626,486) (130,889,564)
Administrative expenses (27,705,727) (20,496,314)
Other gains/(losses) 7 25,533 (77,269)
Operating loss 8 (203,306,680) (151,463,147)
Finance income 9 54,813 42,007
Finance costs 10 (312,164) (283,038)
Loss on ordinary activities before taxation (203,564,031) (151,704,178)
Income tax 11 1,919,544 2,914,017
Loss for the financial year (201,644,487) (148,790,161)
Total comprehensive loss for the financial year (201,644,487) (148,790,161)
All operations relate to continuing operations.
The notes on pages 17 to 36 are an integral part of the financial statements.
Replimune Limited Registered number: 09496393 (England & Wales)
Statement of Financial Position
as at 31 March 2024
Note 2024 2023
$ $
Assets
Non-current assets
Property, plant and equipment 12 3,363,361 3,925,930
Investment in subsidiary 22 - -
3,363,361 3,925,930
Current assets
Prepayments and other receivables 13 639,021 1,134,052
Current tax receivable 14 4,922,389 2,939,292
Cash and cash equivalents 1,752,703 1,158,085
7,314,113 5,231,429
Total assets 10,677,474 9,157,359
Equity and liabilities
Liabilities
Non current liabilities
Lease liabilities 15 1,851,497 2,024,626
1,851,497 2,024,626
Current liabilities
Trade and other payables 16 84,036,129 33,485,172
84,036,129 33,485,172
Total liabilities 85,887,626 35,509,798
Net liabilities (75,210,152) (26,352,439)
Equity
Called up share capital 17 1,499 1,499
Share premium 32,061,169 32,061,169
Capital contribution reserve 476,933,053 324,146,279
Cumulative translation adjustment (8,677,550) (8,677,550)
Accumulated losses (575,528,323) (373,883,836)
Total equity (75,210,152) (26,352,439)
Total equity and liabilities 10,677,474 9,157,359
The financial statements on pages 11 to 36 were authorised for issue by the board of directors and were signed and dated on its behalf by:
Colin Love Dated: 4 September 2024
Director
The notes on pages 17 to 36 are an integral part of the financial statements.
Replimune Limited
Statement of Changes in Equity
for the year ended 31 March 2024
Called up Capital Cumulative translation adjustment
share Share contribution Accumulated Total
capital premium reserve losses equity
(Note 17)
$ $ $ $ $ $
At 1 April 2022 1,499 32,061,169 189,048,165 (8,677,550) (225,093,675) (12,660,392)
Loss and total comprehensive loss for the financial year - - - - (148,790,161) (148,790,161)
Capital contribution from parent company - - 136,374,824 - - 136,374,824
Equity settled transactions - reversal of US GAAP recharge - - (2,566,396) - - (2,566,396)
Equity settled transactions - IFRS 2 charge - - 1,289,686 - - 1,289,686
At 31 March 2023 1,499 32,061,169 324,146,279 (8,677,550) (373,883,836) (26,352,439)
At 1 April 2023 1,499 32,061,169 324,146,279 (8,677,550) (373,883,836) (26,352,439)
Loss and total comprehensive loss for the financial year - - - - (201,644,487) (201,644,487)
Capital contribution from parent company - - 152,780,917 - - 152,780,917
Equity settled transactions - reversal of US GAAP recharge - - (2,974,229) - - (2,974,229)
Equity settled transactions - IFRS 2 charge - - 2,980,086 - - 2,980,086
At 31 March 2024 1,499 32,061,169 476,933,053 (8,677,550) (575,528,323) (75,210,152)
Movements in the capital contribution from the parent company in the year comprise the following:
Receipt of $152,780,917 (2023: $136,374,824) from the ultimate parent company (Replimune Group, Inc.), throughout the year.
Reversal of the share based payment recharge of $2,974,229 (2023: $2,566,396) received from Replimune Group, Inc., which is calculated under United States Generally Accepted Accounting Practice (US GAAP).
Share based payment charge for share options issued to Replimune Limited employees of $2,980,086 (2023: $1,289,686), calculated under IFRS.
The notes on pages 17 to 36 are an integral part of the financial statements.
Replimune Limited
Statement of Cash Flows
for the year ended 31 March 2024
Note
2024 2023
$ $
Cash flows from operating activities
Payments to group undertaking (136,528,916) (129,064,054)
Payments for interest portion of lease liabilities 15 (312,164) (283,039)
Payments to suppliers and employees (14,478,928) (13,865,184)
Cash used in operations (151,320,008) (143,212,277)
Income taxes received - 2,842,488
Net cash outflow from operating activities (151,320,008) (140,369,789)
Cash flows from investing activities
Interest received 54,813 41,588
Payments to acquire property, plant and equipment (535,336) (686,498)
Cash used in investing activities (480,523) (644,910)
Cash flows from financing activities
Payments for principal portion of lease liabilities 15 (209,470) (152,189)
Capital contribution from parent undertaking 152,780,917 136,374,824
Cash generated by financing activities 152,571,447 136,222,635
Net increase/(decrease) in cash and cash equivalents 770,916 (4,792,064)
Cash and cash equivalents at the beginning of the
financial year
1,158,085 6,076,828
Exchange loss on cash and cash equivalents (176,298) (126,679)
Cash and cash equivalents at the end of the financial year:
Cash at bank 1,752,703 1,158,085
The notes on pages 17 to 36 are an integral part of the financial statements.
Replimune Limited
Notes to the Financial Statements
for the year ended 31 March 2024
1 General information
Replimune Limited (the "Company") is a private company limited by shares incorporated and domiciled in England. The company has an immediate and ultimate parent company, Replimune Group, Inc., a company incorporated in the United States of America. The addresses of its registered office and principal place of business, and its principal activities are disclosed in the Directors' Report.
2 Functional currency for statutory reporting
Management regularly evaluate the functional currency to determine if there are any circumstances which would indicate the need for a change in the functional currency. The examination of the primary and secondary indicators in line with IAS 21 lead management to conclude that it was appropriate under IAS 21 to change the functional currency for the Replimune Limited statutory accounts from £ Sterling to US Dollars. Management have also elected to change the company's presentational currency from £ Sterling to US Dollars.

The change in presentational currency from £ Sterling to US Dollars was applied retrospectively such that the previously reported accumulated loss in £ Sterling at 31 March 2021 was translated into US Dollars at the relevant average annual historical exchange rate and as a result a Cumulative Translation Adjustment arose. The Cumulative Translation Adjustment would be reclassified from Equity to the Statement of Comprehensive Income upon the disposal of the business.
US Dollar denominated transactions arising during the years ended 31 March 2024 and 31 March 2023 are maintained at their US Dollar original value and all other transactions are retranslated to US Dollars using the average rate for the month. The year end closing figures are translated at spot rate for monetary assets and liabilities, with non monetary assets and liabilities held using a historical cost basis.
3 Material accounting policies
Basis of preparation
(i) Compliance with IFRS
The financial statements of Replimune Limited have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis, except for tax credit receivable which is measured at fair value.
(iii) New and amended standards adopted by the Company
The company has applied the following amendments for the first time for its annual reporting period commencing 1 April 2024:
- Lease liabiltiy in a sale and leaseback – amendments to IFRS 16.
The Company has not elected to adopt any amendments early:
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
The accounting policies have been applied consistently, other than where new policies have been adopted.
(iv) New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 31 March 2024 reporting periods and have not been early adopted by the company. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
(v) Going concern
The ability of the Company to continue as a going concern is contingent on the ongoing viability of the ultimate parent company. The Company has received assurances that it will receive financial support from Replimune Group, Inc., either in the form of short term loans and/or additional equity to enable it to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.
The group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the group should be able to operate within the level of its current facilities.
Having assessed the principal risks and having regard to management of capital, as well as the financial support to be received from the ultimate parent company, the directors consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements.
3 Material accounting policies (continued)
Property, plant and equipment
These assets are measured at cost less accumulated depreciation and any accumulated impairment losses.
For right of use assets, cost comprises an amount equal to the initial lease liability recognised, adjusted to include any payments for the right to use the asset, initial direct costs incurred and estimated costs for dismantling, removing and restoring the asset at the end of the lease term. Lease incentives receivable from the lessor are recognised as a reduction in costs. Depreciation on right of use assets is charged on a straight-line basis over the shorter of the useful economic life of the asset and the lease term.
Depreciation is provided on all property, plant and equipment, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:
Improvements to leasehold premises : 33% on cost
Fixtures, fittings, tools and equipment : 20% on cost
Right of use asset: Property : shorter of the asset's useful life and the lease term on a straight-line basis
Assets under construction are carried at cost until works are complete and assets can be capitalised and depreciated in accordance with the applicable accounting policy.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, the company estimates the asset's recoverable amount.
An asset's recoverable amount is the higher of an asset's fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
3 Material accounting policies (continued)
Financial instruments - initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
(a) Prepayments and other receivables
There are no trade receivables at 31 March 2024 or at 31 March 2023. Other receivables are measured at fair value, typically transaction price and subsequently measured at amortised cost, less any impairment.
(b) Cash and cash equivalents
Cash is represented by cash 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.
Impairment of financial assets
The Company assesses, at each reporting date, whether there is any objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred 'loss event'), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.
Financial liabilities
The Company's financial liabilities include trade and other payables. All financial liabilities are recognised initially at fair value.
(a) Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate ("EIR") method.
Share capital
Ordinary, Seed Preferred and Series A shares are classified as equity. Any legal and professional fees associated with the issue of new ordinary shares or options are treated as an administrative expense.
3 Material accounting policies (continued)
Share-based payments
The ultimate parent company, Replimune Group, Inc., has issued equity settled share-based awards (also referred to as "share options" herein) to certain employees of Replimune Limited. The charge relating to these awards in respect of employees of the company has been reflected in these financial statements in accordance with IFRS 2 'Share-based Payment' although they do not relate to the shares of the company. A fair value for the equity settled share awards is measured at the date of grant, and this is recognised as a charge to the Statement of Comprehensive Income over the vesting period.
The ultimate parent company measures the fair value using the Black-Scholes model. Where the amount is a capital contribution to the company from Replimune Group, Inc., a corresponding entry is made to equity, as seen in the statement of changes in equity . Where the amount is a cost recharge to the company from Replimune Group, Inc., a corresponding entry is made to amounts due to group undertakings.
Taxation
Income tax is recognised or provided at amounts expected to be recovered or paid using the tax rates and tax laws that have been enacted or substantively enacted at the year end date.
Current tax includes research and development tax credits, which are calculated in accordance with the UK research and development tax credit regime that is applicable to small and medium sized companies.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Current and deferred tax assets and liabilities are not discounted and no deferred income tax assets and liabilities are offset in these financial statements.
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
3 Material accounting policies (continued)
Leases
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the applicable incremental borrowing rate.
The lease liability is subsequently measured at amortised cost using the effective interest method and is remeasured when there is a change in future lease payments or if the assessment of whether a company will exercise a purchase, extension or termination option.
The policies adopted and the details of the effect of adopting the standard, are set out in note 15 to these financial statements.
Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
Measurement of lease liabilities
The majority of the Company's leases relate to property. A lease liability is recognised when the Company obtains control of the right-to use asset, that is the subject of the lease. Interest is charged to finance costs.
At inception, the Company evaluates whether is reasonably certain that any option to extend the lease will be exercised. Normally, where the initial term of a lease at inception is for at least five years, it would be unusual to consider such options at the inception of the lease. The Company will continue to monitor the likelihood of exercising such options throughout the initial lease term. When the Company is committed to extending the lease and where the lessor has consented to such an extension, the Company will consider the option to be reasonably certain to be exercised. In such circumstances, the right of use asset and the lease liabilities recognised are adjusted to reflect the extended term.
Leases, which at inception have a term of less than twelve months or relate to low-value assets, are not recognised in the statement of financial position. Payments relating to such leases are expensed against operating profit on a straight-line basis over the period of the lease.
Research and development
Research and development costs are written off as incurred, as the technical and commercial feasibility of any resultant asset for sale or use has yet to be established.
Pensions
Contributions to defined contribution plans are expensed in the period to which they relate.
Consolidation
The Company is a wholly owned subsidiary of Replimune Group, Inc., and is included in the consolidated financial statements of Replimune Group, Inc., which are publicly available (see note 21). Consequently, the Company has taken advantage of the exemption from preparing consolidated financial statements under the terms of section 401 of the Companies Act 2006.
4 Critical accounting estimates and judgements
The Company makes estimates and judgements concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
5 Directors' emoluments 2024 2023
$ $
Director remunerated by the Company:
Salary 540,263 643,034
Share-based payments 1,352,958 1,309,369
Benefits in kind - 9,388
1,893,221 1,961,791
The above represents the highest paid director who did not exercise any share options in the current or previous year. No directors accrued retirement benefits under the defined contribution pension scheme of the Company in the current or previous year.
P Astley-Sparke was remunerated in the Company's ultimate parent undertaking as follows:
Salary and social security costs 1,098,280 908,697
6 Staff costs 2024 2023
$ $
Wages and salaries 3,865,832 3,326,286
Equity-settled share-based payments (see note 18) 2,980,086 1,289,686
Social security costs 423,861 311,394
Other pension costs 604,769 343,847
7,874,548 5,271,213
Monthly average number of employees during 2024 2023
the financial year Number Number
Administration 1 1
Research and development 64 52
65 53
The Company employed 67 staff as at 31 March 2024 (2023: 58).
7 Other (gains)/losses 2024 2023
$ $
Exchange (gain)/loss on monetary assets (25,533) 77,269
8 Operating loss 2024 2023
$ $
The operating loss is stated after charging/(crediting):
Research and development expenditure (including staff costs but excluding recharges from the ultimate parent company) 10,993,749 10,864,395
Equity-settled share-based payments (note 18) 2,980,086 1,289,686
Services provided by the company's auditors;
- fee payable for the audit 102,510 82,219
- fees payable for tax compliance and other services 35,869 14,376
Depreciation -excluding right of use asset (note 12) 683,951 549,620
Depreciation -right of use asset (note 12) 214,255 139,425
Intercompany charges -general and administrative expenses 21,644,580 15,936,098
Intercompany charges -research and development expenditure 164,632,737 120,025,169
Other administrative expenses 2,044,476 2,484,890
Exchange (gain)/loss on monetary assets (note 7) (25,533) 77,269
Operating loss 203,306,680 151,463,147
Intercompany charges represent costs recharged from the ultimate parent company, Replimune Group, Inc., to Replimune Limited, in respect of services where the costs are incurred by the ultimate parent but the company receives the service.
9 Finance income 2024 2023
$ $
Bank interest receivable 54,813 42,007
10 Finance costs 2024 2023
$ $
Interest expense on lease liability 312,164 283,038
11 Income tax 2024 2023
$ $
Analysis of income tax credit in year
Current tax:
UK corporation tax on losses for the financial year (1,919,544) (2,914,017)
Current income tax credit on loss on ordinary activities (1,919,544) (2,914,017)
Deferred tax - -
Total Income tax credit on loss on ordinary activities (1,919,544) (2,914,017)
Factors affecting tax credit for year
The differences between the tax assessed for the year and the standard rate of corporation tax in the UK are explained as follows:
2024 2023
$ $
Loss on ordinary activities before tax 203,564,031 151,704,178
Standard rate of corporation tax in the UK 25% 19%
Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK 50,891,008 28,823,794
Effects of:
Expenses not deductible for tax purposes (170,988) (373,204)
Qualifying R&D expenditure (2,583,190) (1,632,385)
Qualifying R&D credit 4,804,732 2,903,653
Losses carried forward (48,136,831) (27,917,096)
Other (including currency retranslations) (2,885,187) 1,109,255
Total income tax credit for the financial year 1,919,544 2,914,017
A deferred tax asset is not recognised within these financial statements on local currency losses of $527,869,220 (2023: $323,739,398) that remain unrelieved and carried forward. There is uncertainty as to whether there will be sufficient taxable profits in the future to offset this amount.
Similarly, a deferred tax liability of £Nil (2022: £Nil) is not provided for within these financial statements on capital allowances claimed in excess of the depreciation charges on the assets concerned.
Factors that may affect future tax charges
There are currently no new factors which may affect future tax charges.
12 Property, plant and equipment
Right of use asset: Property Fixtures, fittings, tools and equipment Subtotal
$ $ $ $
Cost
At 1 April 2022 247,182 2,710,211 1,418,711 4,376,104
Additions in the previous year 1,055,734 136,527 635,867 1,828,128
Disposals in the previous year (44,941) - (98,656) (143,597)
At 31 March 2023 1,257,975 2,846,738 1,955,922 6,060,635
Additions in the current year 144,467 - 268,116 412,583
At 31 March 2024 1,402,442 2,846,738 2,224,038 6,473,218
Accumulated depreciation
At 1 April 2022 207,243 562,845 851,171 1,621,259
Charge for the previous year 300,122 139,425 249,498 689,045
On disposals - - (98,653) (98,653)
At 31 March 2023 507,365 702,270 1,002,016 2,211,651
Charge for the current year 347,625 214,255 336,326 898,206
At 31 March 2024 854,990 916,525 1,338,342 3,109,857
Carrying amount
At 31 March 2024 547,452 1,930,213 885,696 3,363,361
At 31 March 2023 750,610 2,144,468 953,906 3,848,984
Subtotal Total
$ $ $
Cost
At 1 April 2022 4,376,104 948,565 5,324,669
Additions in the previous year 1,828,128 414,876 2,243,004
On disposals (143,597) (1,286,495) (1,430,092)
At 31 March 2023 6,060,635 76,946 6,137,581
Additions in the current year 412,583 412,583
Transfers - (76,946) (76,946)
At 31 March 2024 6,473,218 - 6,473,218
Accumulated depreciation
At 1 April 2022 1,621,259 1,621,259
Charge for the previous year 689,045 689,045
On disposals (98,653) (98,653)
At 31 March 2023 2,211,651 2,211,651
Charge for the current year 898,206 898,206
At 31 March 2024 3,109,857 3,109,857
Carrying amount
At 31 March 2024 3,363,361 - 3,363,361
At 31 March 2023 3,848,984 76,946 3,925,930
13 Prepayments and other receivables 2024 2023
$ $
Other debtors 290,446 746,013
Prepayments 348,575 388,039
639,021 1,134,052
14 Current tax receivable 2024 2023
$ $
Tax credit receivable 4,922,389 2,939,292
15 Lease Liabilities
On 4 April 2016 the Company entered into a lease on the business premises in Abingdon, Oxfordshire for a principal rent of £279,016 per annum with a break clause on the fifth anniversary. On 29 June 2020 the company entered into a Deed of Variation to extend the lease on the company premises to 3 April 2031 at the same annual rent.
On 1 November 2021 the Company entered into a second lease for adjoining premises for a principal rent of £82,000 per annum for 5 years. On 31 March 2023 the Company entered into a third lease for adjoining premises for a principal rent of £72,000 per annum for 5 years.
The carrying value of the right of use assets included within property, plant and equipment as at 31 March 2024 is $1,930,213 (2023: $2,144,468). The following table summarises the future minimum lease payments under the Company`s lease liabilities:
2024 2023
$ $
Depreciation charge for the right of use assets: property (214,255) (139,425)
Net book amount of right to use assets 1,930,213 2,144,468
Interest expense on lease liabilities (312,164) (283,039)
Cash outflow for leases – principal payments (209,470) (152,189)
Cash outflow for leases – interest payments (312,164) (283,039)
Analysis of lease liabilities:
Present value of minimum lease payments due:
In one year or less 210,287 202,212
In more than one year but less than five years 1,147,357 1,194,874
In more than five years 704,140 829,752
Present value of lease liabilities total 2,061,784 2,226,838
Current portion 210,287 202,212
Non-current portion 1,851,497 2,024,626
16 Trade and other payables 2024 2023
$ $
Trade creditors 443,869 631,699
Amounts owed to group undertakings 81,076,244 30,621,793
Other taxes and social security costs 195,996 130,840
Lease liability (see note 15) 210,287 202,212
Accruals and deferred income 2,109,733 1,898,628
84,036,129 33,485,172
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
17 Called up share capital
2024 2023 2024 2023
Number Number $ $
Allotted, called up and fully paid:
Ordinary shares 500,000 500,000 734 734
Seed Preferred 200,000 200,000 130 130
Series A Preferred 864,553 864,553 635 635
1,499 1,499
The nominal value of all share classes is $0.001 per share.
The Ordinary shares were allotted at par on incorporation. These shares rank behind the Series A shares in respect of dividends and behind the Series A and Seed Preferred shares on a liquidation event, but rank pari passu with all shares in all other respects.
The Seed Preferred shares rank behind the Series A shares in respect of dividends, behind Series A shares but ahead of Ordinary shares on a liquidation event, but rank pari passu with all shares in all other respects.
Series A Preferred shares rank ahead of the Ordinary and Seed Preferred shares in respect of dividends and on a liquidation event, but rank pari passu with all shares in all other respects.
All classes of share carry the right of 1 vote per share and do not confer a right of redemption. There is no rate set for dividends on preferred shares.
18 Share-based compensation
The US parent company, Replimune Group, Inc. issues equity settled share-based payments to certain employees. Options granted are non-transferable and lapse on cessation of employment. The directors determined that the exercise prices at the date of each grant were not less than the fair market value of the shares.
The 'Replimune Limited 2015 Enterprise Management Incentive Plan' was approved in February 2016, the 'Replimune Group, Inc. 2017 Equity Compensation Plan Nonqualified Stock Option Grant Agreement' was approved in July 2017, and the 'Replimune Group, Inc. 2018 Omnibus Incentive Compensation Plan Non-qualified Stock Option Grant Agreement' as well as the 2018 Omnibus Incentive Compensation Plan which provides for the grant of restricted stock units, were approved in July 2018.
Options become vested and exercisable as to 25% of the shares subject to the option on the 1st anniversary of grant and monthly vesting thereafter over the next 36 months. Options may not be exercised after the 10th anniversary of the grant date and if not exercised by that date shall lapse.
The vesting and exercisability of the options are cumulative, but shall not exceed 100% of the shares subject to the option.
2024 2023
Average Average
exercise price Number of exercise price Number of
Summary of Non-Qualified Share per option options per option options
options granted under the plan: $ No $ No
At 1 April 13.233 1,004,343 13.909 1,072,647
Granted during the year 15.458 212,394 18.810 138,752
Exercised/ released during year 20.108 (13,859) 11.254 (149,489)
Forfeited/ expired during year 28.030 (35,219) 22.650 (57,567)
At 31 March 13.556 1,167,659 13.233 1,004,343
Vested and exercisable 12.066 862,046 10.985 757,199
2024 2023
Average Average
exercise price Number of exercise price Number of
Summary of Restricted Stock Unit per option options per option options
options granted under the plan: $ No $ No
At 1 April 23.714 119,248 31.634 70,642
Granted during the year 13.996 172,098 18.868 83,497
Exercised/ released during year 24.593 (32,907) 31.406 (16,633)
Forfeited during the year 20.182 (12,383) 25.055 (18,258)
At 31 March 16.962 246,056 23.734 119,248
Vested /released - 32,907 - 16,633
No Non-qualified or RSU share options in the 2 tables above expired during the year.
18 Share-based compensation (continued)
Non-Qualified Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Non-Qualified Share options 2024 2023
Grant date Expiry date Exercise price Share options Share options
$ No No
10-Mar-16 (EMI scheme) 10-Mar-26 1.75 16,465 16,835
12-Oct-16 (EMI scheme) 12-Oct-26 1.75 12,842 13,707
10-Mar-17 10-Mar-27 1.75 16,716 16,716
26-Jul-17 26-Jul-27 3.30 202,145 205,284
02-Aug-17 02-Aug-27 3.30 9,946 9,946
04-Sep-17 04-Sep-27 3.30 - 4,973
31-Jan-18 31-Jan-28 3.83 9,946 9,946
19-Jul-18 19-Jul-28 15.00 145,274 148,899
26-Sep-18 26-Sep-28 17.63 1,500 1,500
28-Nov-18 28-Nov-28 15.00 6,500 6,500
10-Dec-18 10-Dec-28 14.00 500 500
11-Feb-19 11-Feb-29 16.24 3,000 3,000
11-Mar-19 11-Mar-29 11.14 2,500 2,500
01-Apr-19 01-Apr-29 15.50 102,034 106,234
08-Apr-19 08-Apr-29 16.75 5,700 5,700
01-Jul-19 01-Jul-29 14.00 5,500 5,500
01-Apr-20 01-Apr-30 9.78 192,882 201,249
01-Mar-21 01-Mar-31 35.42 11,000 11,000
01-Apr-21 01-Apr-31 31.58 84,134 86,009
19-Apr-21 19-Apr-31 29.54 - 2,000
04-May-21 04-May-31 32.53 17,200 17,200
16-Aug-21 16-Aug-31 29.78 1,390 1,390
30-Aug-21 30-Aug-31 31.44 - 1,390
11-Oct-21 11-Oct-31 30.48 1,130 1,130
25-Oct-21 25-Oct-31 29.53 1,130 1,130
01-Apr-22 01-Apr-32 18.26 84,933 87,895
16-May-22 16-May-32 14.53 1,950 1,950
23-May-22 23-May-32 14.22 1,390 1,390
13-Jun-22 13-Jun-32 14.61 - 1,800
08-Aug-22 08-Aug-32 20.27 1,130 1,130
Subtotal c/fwd 938,837 974,403
18 Share-based compensation (continued)
Non-Qualified Share options 2024 2023
Grant date Expiry date Exercise price Share options Share options
$ No No
Subtotal b/fwd 938,837 974,403
22-Aug-22 22-Aug-32 19.74 1,390 1,390
05-Sep-22 05-Sep-32 18.86 - 1,130
12-Sep-22 12-Sep-32 18.77 649 1,950
28-Sep-22 28-Sep-32 17.34 1,800 1,800
03-Oct-22 03-Oct-32 17.12 1,800 1,800
01-Nov-22 01-Nov-32 19.06 2,920 2,920
14-Nov-22 14-Nov-32 20.64 1,800 1,800
21-Nov-22 21-Nov-32 18.87 1,850 1,850
05-Dec-22 05-Dec-32 19.95 6,100 6,100
12-Dec-22 12-Dec-32 26.09 - 1,800
19-Dec-22 19-Dec-32 25.24 1,390 1,390
03-Jan-23 03-Jan-33 26.35 1,950 1,950
23-Jan-23 23-Jan-33 27.52 1,800 2,930
06-Mar-23 06-Mar-33 21.79 - 1,130
01-Apr-23 01-Apr-33 17.66 108,442 -
17-Apr-23 17-Apr-33 16.90 1,800 -
15-May-23 15-May-33 18.74 19,170 -
05-Jun-23 05-Jun-33 22.60 1,130 -
31-Jul-23 31-Jul-33 21.07 2,260 -
14-Aug-23 14-Aug-33 19.69 1,130 -
21-Aug-23 21-Aug-33 19.70 4,770 -
18-Sep-23 18-Sep-33 18.00 1,800 -
25-Sep-23 25-Sep-33 16.15 460 -
02-Oct-23 02-Oct-33 15.79 1,130 -
09-Oct-23 09-Oct-33 15.32 1,390 -
16-Oct-23 16-Oct-33 14.65 5,550 -
23-Oct-23 23-Oct-33 13.65 2,920 -
20-Nov-23 20-Nov-33 10.18 1,130 -
02-Jan-24 02-Jan-34 8.67 52,291 -
Total 1,167,659 1,004,343
Weighted average remaining contractual life of options outstanding at end of the year: 2,161 days 2,277 days
Weighted fair value in USD 1,371,516 6,345,887
18 Share-based compensation (continued)
Restricted Stock Unit options outstanding at the end of the year have the following expiry dates and exercise prices:
Restricted Stock Unit options 2024 2023
Grant date Expiry date Exercise price Share options Share options
$ No No
01-Apr-21 01-Apr-31 31.58 28,047 42,999
16-Aug-21 16-Aug-31 29.78 460 690
30-Aug-21 30-Aug-31 31.44 - 690
11-Oct-21 11-Oct-31 30.48 376 563
25-Oct-21 25-Oct-31 29.53 376 750
01-Apr-22 01-Apr-32 18.26 35,757 49,446
16-May-22 16-May-32 14.53 975 1,300
23-May-22 23-May-32 14.22 690 920
13-Jun-22 13-Jun-32 14.61 - 1,200
08-Aug-22 08-Aug-32 20.27 563 750
22-Aug-22 22-Aug-32 19.74 690 920
05-Sep-22 05-Sep-32 18.86 - 750
12-Sep-22 12-Sep-32 18.77 - 1,300
28-Sep-22 28-Sep-32 17.34 900 1,200
03-Oct-22 03-Oct-32 17.12 900 1,200
01-Nov-22 01-Nov-32 19.06 1,463 1,950
14-Nov-22 14-Nov-32 20.64 900 1,200
21-Nov-22 21-Nov-32 18.87 923 1,230
05-Dec-22 05-Dec-32 19.95 3,053 4,070
12-Dec-22 12-Dec-32 26.09 - 1,200
19-Dec-22 19-Dec-32 25.24 690 920
03-Jan-23 03-Jan-33 26.35 975 1,300
23-Jan-23 23-Jan-33 27.52 900 1,950
06-Mar-23 06-Mar-33 21.79 - 750
01-Apr-23 01-Apr-33 17.66 72,276 -
17-Apr-23 17-Apr-33 16.90 1,200 -
15-May-23 15-May-33 18.74 12,780 -
05-Jun-23 05-Jun-33 22.60 750 -
31-Jul-23 31-Jul-33 21.07 1,500 -
14-Aug-23 14-Aug-33 19.69 750 -
21-Aug-23 21-May-33 19.70 3,170 -
18-Sep-23 18-Sep-33 18.00 1,200 -
25-Sep-23 25-Sep-33 16.15 310 -
02-Oct-23 02-Oct-33 15.79 750 -
09-Oct-23 09-Oct-33 15.32 920 -
16-Oct-23 16-Oct-33 14.65 3,700 -
23-Oct-23 23-Oct-33 13.65 1,950 -
20-Nov-23 20-Nov-33 10.18 750 -
02-Jan-24 02-Jan-34 8.67 17,027 -
31-Jan-24 31-Jan-34 7.76 48,385 -
246,056 119,248
18 Share-based compensation (continued)
Weighted average remaining contractual life of options outstanding at end of the year: 3,231 days 3,194 days
Weighted fair value in USD 2,010,278 2,105,920
The assessed fair value at grant date of options granted during the year ended 31 March 2024 was $17.66 per option (2023: $18.83). The fair value at grant date is independently determined using an adjusted form of the Black-Scholes model that takes into account the exercise price, the term of the option, the impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the option, and the correlations and volatilities of the peer group companies.
Other model inputs for options granted on each date during the year included:
[a] share prices: $8.67 to $22.6 (2023: $14.22 to $27.52).
[b] exercise prices: $8.67 to $22.6 (2023: $14.22 to $27.52).
[c] expected life in years: 6.04 (2023: 6.07).
[d] expected annualised volatility: 74.58% (2023: 75.24%).
[e] expected dividend yield 0% (2023: 0%).
[f] discount rate - bond equivalent yield: 3.765 (2023: 2.831).
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility.
2024 2023
$ $
Total expense arising from share-based payment transactions 2,980,086 1,289,686
19 Financial instruments
The Company has no financial assets or liabilities measured at fair value through profit or loss.
Financial instruments by category 2024 2023
$ $
Financial assets at amortised cost:
Other debtors 290,446 746,013
Cash and cash equivalents 1,752,703 1,158,085
Financial liabilities at amortised cost:
Trade and other payables (84,036,129) (33,485,172)
Non-current lease liabilities (1,851,497) (2,024,626)
Included in trade and other payables is a current lease liability of $210,287 (2023: $202,212). Prepayments have been excluded from financial assets as they are not considered to be a financial instrument.
None of the above financial assets are impaired or past due and they are considered to be of good credit quality. The credit risk for cash and cash equivalents is considered negligible, since the main counterparty is a reputable bank with a high quality external credit rating.
20 Related party transactions
Key management compensation
The key management personnel have been determined to be the directors and no other staff. Therefore key management compensation is as disclosed in note 5.
Parent undertaking
The Company received a capital contribution of $152,780,917 (2023: $136,374,824) from Replimune Group, Inc. during the year.
The Company was recharged $21,644,580 (2023: $15,936,098) included in administrative expenses and $164,632,737 (2023: $120,025,169) included in research and development expenditure, from Replimune Group, Inc., during the year.
The Company owed $81,076,244 (2023: $30,621,793), to Replimune Group, Inc. at the end of the year.
21 Controlling party
The ultimate controlling party and ultimate parent is Replimune Group,Inc., a company incorporated in the United States of America, and is both the largest and smallest group of undertakings to consolidate these financial statements. The consolidated financial statements of Replimune Group, Inc. are available from 69 Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RQ, United Kingdom.
The directors consider there to be no single controlling party of Replimune Group, Inc.
22 Investment in subsidiary 2024 2023
$ $
Investment in Replimune (Ireland) Limited - -
Details of the subsidiary company , which has been dormant since incorporation , are as follows:
Name of the undertaking Address and country of incorporation or registration Proportion of nominal value of issued shares held by the company
Replimune (Ireland) Limited 38 Upper Mount Street, Dublin 2, Dublin, Ireland 100%
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