Company registration number 04974481 (England and Wales)
OXFORD BIOTHERAPEUTICS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
OXFORD BIOTHERAPEUTICS LTD
COMPANY INFORMATION
Directors
Dr J P Bizzari
Mr J L Gould
Dr C Rohlff (CEO)
Dr B R Seizinger (Chairman)
Company number
04974481
Registered office
Suite A, Second Floor, The Schrödinger Building
Heatley Road
Oxford Science Park
Oxford
United Kingdom
OX4 4GE
Auditor
FLB Audit LLP
1010 Eskdale Road
Winnersh Triangle
Wokingham
Berkshire
RG41 5TS
OXFORD BIOTHERAPEUTICS LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 36
OXFORD BIOTHERAPEUTICS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

Oxford BioTherapeutics (OBT) is a clinical stage oncology company with an innovative, first-in-class pipeline of antibody-drug conjugate (ADC) and immune-oncology (IO) based therapies. OBT’s strategy focuses on fulfilling unmet therapeutics needs in cancer, particularly for those cancer patient sub-populations that are either unresponsive or marginally responsive to conventional treatments. OBT’s commitment to the advancement of the field of cancer immunotherapy leverages on its ability to:

 

The company achieved the following operational milestones in 2023:

Finances & Operations

 

OBT’s existing R&D partnership funded OBT’s clinical activities in 2023 and strengthened its balance sheet and will continue to support its internally funded pipeline through existing and newly planned partnerships, ensuring that OBT is securely funded through 2024 and into 2025. The directors are confident that OBT will continue its excellent progress on all fronts in 2024, following the current path of success as a risk-diversified multi-drug enterprise by combining the breadth of our cutting-edge internal drug development pipeline with our high-quality, extensive and revenue-generating partnered drug pipeline.

 

Total revenue in the year increased from £14.1m to £18.0m, due to the continued success with Oxford BioTherapeutics collaboration agreements.

 

The Group’s gross profit increased from £13.6m to £17.2m, primarily due to increased revenue referred to above.

 

Administrative expenses increased from £13.3m to £20.0m due to increased R&D investment and accelerating the prosecution of Oxford BioTherapeutics clinical trials.

 

The Group made an operating loss of £2.8m compared to an operating profit of £0.3m in 2022, as a direct result of this planned investment in developing out our exciting pipeline.

OXFORD BIOTHERAPEUTICS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

The directors consider a number of key risks and uncertainties that could impact the performance and position of the group, which include:

 

Revenue diversification

On November 30th 2023, AbbVie announced it had reached agreement to acquire one of OBT’s collaboration partners, ImmunoGen, Inc., with a particular emphasis noted on their flagship cancer therapy, ELAHERE. The acquisition was completed in short order on February 12th, 2024. Ongoing revenues from the collaboration form a relatively small part of OBT’s overall income and taking into account costs directly associated with the project, the directors do not consider that the acquisition is likely to have a material affect on the business. OBT will continue to seek to diversify its revenues by signing new R&D collaborations with other companies, thereby mitigating any risks from losing revenues from a single OBT partnership.

 

Inflation and Russia/Ukraine conflict

Whilst inflation has been falling in major western economies, the company continues to face challenges arising from persistent high levels – both as a result of the macro-economic environment and ongoing impact from the Russia/Ukraine conflict. This directly affects OBT’s profitability through increased operating expenses, particularly with regards to staff costs. OBT continues to monitor the situation closely and seeks to mitigate any effects on staff retention by offering other non-payroll related benefits to staff such as share options and training, as well as continuing to make operational efficiencies. Recent softness in the life sciences employment market, particularly in US, already appears to be feeding through to less inflationary pressures.

 

Foreign exchange rates

Foreign exchange rates remained volatile during 2023, not least of which as a result of the divergent monetary policy among major central banks. Geopolitical tensions, such as ongoing trade disputes and the lingering effects of Brexit, also played a role in currency volatility. OBT receives most of its income from US and Euro denominated sources, which is naturally hedged to a significant extent through matching expenditures in those denominations as much as possible. We continue to closely monitor these factors and adapt our currency risk management strategies accordingly. While we expect currency fluctuations to persist in 2024 and beyond, we remain committed to minimising their impact on our financial performance through effective hedging, diversification, and operational alignment.

Future developments

At OBT, innovation is at the core of what we do. OBT plans to launch its new OGAP®-Verify platform to identify cancer targets for developing antibody-based therapeutics to address high unmet clinical needs in oncology patients. OBT is making continuous enhancements to our OGAP®-Verify database to accurately reflect patient tumours and the tumour microenvironment. These improvements will enable us to select targets tailored for antibody-therapeutic and IO treatments, improving cancer patient outcomes. By partnering with clinical research organisations and pharmaceutical leaders in the industry, we are able to accelerate the development and commercialisation of our targets and at the same time uphold the highest standards of quality and ethical conduct that is integral to our operations.

 

Despite recent progress in ADC development, only 10% of cancer patients are currently eligible for treatment with FDA approved ADCs. ADC-target expression on patient tumours is a major factor in determining whether patients are eligible for approved therapies. Despite this large pool of patients with no approved ADC treatment options, fewer than 5% of new ADCs entering clinical development each year are directed to novel targets. In March 2024, OBT launched its new OGAP®-Verify, quantitative membrane protein target discovery platform at the World ADC Summit in London. Using OGAP®-Verify, OBT can identify first-in-class targets to treat patients who are currently ineligible for existing ADC treatments. With its enhanced sensitivity, OGAP®-Verify can detect protein expression levels as low as 50 copies-per-cell (which is 40X more sensitive than Immunohistochemistry (IHC)), uncovering targets missed by mRNA analysis. Moreover, it provides insights into normal tissue expression improving target selection and accelerating the drug target discovery process. By evaluating factors such as therapeutic index, antigen density and benchmarking against known clinical ADC targets during target selection, OGAP®-Verify enhances the likelihood of success in ADC development.

OXFORD BIOTHERAPEUTICS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Key performance indicators

The success of our ongoing strategy for 2024 will be measured as follows:

Financial instruments

The Group uses a variety of financial instruments including cash, cash equivalents and various items, such as trade debtors and trade creditors which arise directly from its operations. Cash and cash equivalents include cash at bank and in hand, as well as short-term deposits or bonds with maturities of three months or less. The Group does not enter into derivative financial instruments for speculative purposes, but may use currency options to support the company’s primary currency mitigation strategy of naturally hedging costs against currency incomes. The Group's exposure to credit risk, liquidity risk, and market risk related to financial instruments is disclosed in the notes to the financial statements. The Group manages currency and liquidity risk by ensuring sufficient liquidity to meet its foreseeable needs, regularly reviewing its cash position, and monitoring cash flows quarterly.

 

The Group seeks to manage financial risk by ensuring sufficient liquidity to meet its foreseeable needs. The cash position of the Group is reviewed regularly, and cash flows are monitored quarterly.

Research and development

In the next five years, we anticipate that OBT will have further established itself as a key player in the ADC and T-Cell Engager space, with a reputation for innovation, scientific excellence, and commitment to improving patient outcomes. Leveraging our proprietary OGAP®-Verify platform, we expect that we will have expanded and diversified our pipeline of first-in-class therapies, demonstrating efficacy and safety in clinical trials across multiple indications. Our internal and partnered pipeline will be advancing towards approval, poised to bring much-needed therapies to patients worldwide.

 

Our fully integrated approach to antibody-based therapeutic development will have yielded several successful candidates progressing through regulatory milestones towards commercialisation. Additionally, collaborations utilising our OGAP®-Verify platform will have resulted in fruitful partnerships with industry leaders, further validating the strength and versatility of our target discovery technology.

 

Furthermore, we plan to expand our global footprint, with strategic alliances and licensing agreements facilitating access to new disease targets.

On behalf of the board

Dr B R Seizinger (Chairman)
Director
8 May 2024
OXFORD BIOTHERAPEUTICS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

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

Principal activities

The principal activity of the company and group continued to be that of research and development of antibody based therapies for cancer.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Dr J P Bizzari
Mr J L Gould
Dr C Rohlff (CEO)
Dr B R Seizinger (Chairman)
Dr J McHutchison
(Resigned 24 April 2023)
Post reporting date events

There have been no significant events affecting the group since the year end.

Auditor

FLB Audit LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

OXFORD BIOTHERAPEUTICS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic report

The group has chosen, in accordance with Companies Act 2006, s. 414C(11), to set out in the group's strategic report information required by Sch. 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) to be contained in the directors' report. It has done so in respect of future developments, research and development and financial instruments.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Dr C Rohlff (CEO)
Director
8 May 2024
OXFORD BIOTHERAPEUTICS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXFORD BIOTHERAPEUTICS LTD
- 6 -
Opinion

We have audited the financial statements of Oxford Biotherapeutics Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

OXFORD BIOTHERAPEUTICS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OXFORD BIOTHERAPEUTICS LTD
- 7 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.

We identified the greatest risks of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and revenue recognition. Our audit procedures to respond to management override risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases. Our audit procedures to respond to revenue recognition risks included sample testing a sample of income across the year to agree to supporting documentation, and reviewing income received either side of the year end to ensure this has been recognised correctly.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

OXFORD BIOTHERAPEUTICS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OXFORD BIOTHERAPEUTICS LTD
- 8 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

The Company was not required to prepare consolidated audited financial statements for the year ended 31 December 2022, consequently the Company’s subsidiary financial statements were not audited for the year ended 31 December 2022 which forms part of the consolidated financial statements for that year end.

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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Faust (Senior Statutory Auditor)
For and on behalf of FLB Audit LLP
8 May 2024
Chartered Accountants
Statutory Auditor
1010 Eskdale Road
Winnersh Triangle
Wokingham
Berkshire
RG41 5TS
OXFORD BIOTHERAPEUTICS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Unaudited
2023
2022
Notes
£
£
Turnover
3
17,973,731
14,075,582
Cost of sales
(766,233)
(465,360)
Gross profit
17,207,498
13,610,222
Administrative expenses
(20,040,867)
(13,262,363)
Other operating income
16,219
-
Operating (loss)/profit
4
(2,817,150)
347,859
Interest receivable and similar income
7
59,961
28,856
Interest payable and similar expenses
8
(61,960)
(31,317)
(Loss)/profit before taxation
(2,819,149)
345,398
Tax on (loss)/profit
9
1,468,744
900,158
(Loss)/profit for the financial year
(1,350,405)
1,245,556
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
43,772
(7,022)
Total comprehensive (loss)/income for the year
(1,306,633)
1,238,534
Total comprehensive (loss)/income for the year is all attributable to the owners of the parent company.
OXFORD BIOTHERAPEUTICS LTD
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
Unaudited
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
-
7,731
Tangible assets
11
1,028,993
949,546
Investments
12
2
2
1,028,995
957,279
Current assets
Debtors
14
6,083,931
3,265,314
Cash at bank and in hand
9,852,718
19,268,263
15,936,649
22,533,577
Creditors: amounts falling due within one year
15
(8,744,441)
(11,083,980)
Net current assets
7,192,208
11,449,597
Total assets less current liabilities
8,221,203
12,406,876
Creditors: amounts falling due after more than one year
16
(9,836,927)
(12,773,193)
Net liabilities
(1,615,724)
(366,317)
Capital and reserves
Called up share capital
22
2,707,408
2,707,408
Share premium account
31,503,395
31,503,395
Other reserves
474,539
417,313
Profit and loss reserves
(36,301,066)
(34,994,433)
Total equity
(1,615,724)
(366,317)

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 8 May 2024 and are signed on its behalf by:
08 May 2024
Dr C Rohlff (CEO)
Director
Company registration number 04974481 (England and Wales)
OXFORD BIOTHERAPEUTICS LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
-
0
7,731
Tangible assets
11
308,371
398,955
Investments
12
6,063
6,063
314,434
412,749
Current assets
Debtors
14
6,091,683
3,507,797
Cash at bank and in hand
9,719,728
19,000,470
15,811,411
22,508,267
Creditors: amounts falling due within one year
15
(7,648,645)
(10,365,916)
Net current assets
8,162,766
12,142,351
Total assets less current liabilities
8,477,200
12,555,100
Creditors: amounts falling due after more than one year
16
(9,626,835)
(12,643,015)
Net liabilities
(1,149,635)
(87,915)
Capital and reserves
Called up share capital
22
2,707,408
2,707,408
Share premium account
31,503,395
31,503,395
Other reserves
406,977
364,271
Profit and loss reserves
(35,767,415)
(34,662,989)
Total equity
(1,149,635)
(87,915)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,104,426 (2022 - £1,708,104 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 8 May 2024 and are signed on its behalf by:
08 May 2024
Dr C Rohlff (CEO)
Director
Company registration number 04974481 (England and Wales)
OXFORD BIOTHERAPEUTICS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Unaudited balance at 1 January 2022
2,707,389
31,499,665
378,924
(36,232,967)
(1,646,989)
Year ended 31 December 2022:
Profit for the year
-
-
-
1,245,556
1,245,556
Other comprehensive income:
Currency translation differences
-
-
-
(7,022)
(7,022)
Total comprehensive income
-
-
-
1,238,534
1,238,534
Issue of share capital
22
19
3,730
-
-
3,749
Share based payments
-
-
38,389
-
38,389
Unaudited balance at 31 December 2022
2,707,408
31,503,395
417,313
(34,994,433)
(366,317)
Year ended 31 December 2023:
Loss for the year
-
-
-
(1,350,405)
(1,350,405)
Other comprehensive income:
Currency translation differences
-
-
-
43,772
43,772
Total comprehensive income
-
-
-
(1,306,633)
(1,306,633)
Share based payments
-
-
57,226
-
57,226
Balance at 31 December 2023
2,707,408
31,503,395
474,539
(36,301,066)
(1,615,724)
Share premium account
The share premium account includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss reserves
The profit and loss reserves include all cumulative retained profit and losses, net of dividends paid and other adjustments.
Share based payment reserve
The share based payment reserve represents the cumulative share based payment charges recognised by the Group in relation to employee share options in issue and their respective vesting charges to the reporting date.
OXFORD BIOTHERAPEUTICS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
2,707,389
31,499,665
329,340
(36,371,093)
(1,834,699)
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
1,708,104
1,708,104
Issue of share capital
22
19
3,730
-
-
3,749
Share based payments
-
-
34,931
-
34,931
Balance at 31 December 2022
2,707,408
31,503,395
364,271
(34,662,989)
(87,915)
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
(1,104,426)
(1,104,426)
Share based payments
-
-
42,706
-
42,706
Balance at 31 December 2023
2,707,408
31,503,395
406,977
(35,767,415)
(1,149,635)
Share premium account
The share premium account includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss reserves
The profit and loss reserves include all cumulative retained profit and losses, net of dividends paid and other adjustments.
Share based payment reserve
The share based payment reserve represents the cumulative share based payment charges recognised by the Group in relation to employee share options in issue and their respective vesting charges to the reporting date.
OXFORD BIOTHERAPEUTICS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Unaudited
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
28
(8,951,585)
11,262,975
Income taxes refunded
-
0
1,167,754
Net cash (outflow)/inflow from operating activities
(8,951,585)
12,430,729
Investing activities
Purchase of tangible fixed assets
(187,059)
(204,586)
Proceeds from disposal of tangible fixed assets
14,801
1,167
Purchase of investments
-
(2)
Interest received
59,961
28,856
Net cash used in investing activities
(112,297)
(174,565)
Financing activities
Proceeds from issue of shares
-
3,749
Payment of finance leases obligations
(304,852)
(197,031)
Interest paid
(61,960)
(31,317)
Net cash used in financing activities
(366,812)
(224,599)
Net (decrease)/increase in cash and cash equivalents
(9,430,694)
12,031,565
Cash and cash equivalents at beginning of year
19,268,263
7,252,384
Effect of foreign exchange rates
15,149
(15,686)
Cash and cash equivalents at end of year
9,852,718
19,268,263
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

Oxford Biotherapeutics Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Suite A, Second Floor, The Schrödinger Building, Heatley Road, Oxford Science Park, Oxford, United Kingdom, OX4 4GE. Company registration number 04974481 (England and Wales).

 

The group consists of Oxford Biotherapeutics Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared and presented in British pounds sterling, which is the functional currency of the parent company. Oxford Biotherapeutics Inc., a subsidiary of the group has a functional currency of United States Dollars. Monetary amounts in these financial statements are rounded to the nearest £, being the chosen presentational currency of the Group.

 

The parent company has taken advantage of the exemption from preparing a statement of cash flows, on the basis that it is a qualifying entity and the group statement of cash flows, included in these financial statements, includes the company's cash flows.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Oxford Biotherapeutics Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The financial statements have been prepared on the going concern basis which the Directors believe to be appropriate as set out below.

 

In determining the appropriate basis of preparation of the financial statements for the year ended 31 December 2023, the Directors are required to consider whether the group can continue in operational existence for a period of at least 12 months from the approval of these financial statements (“going concern assessment period”).

The Directors have reviewed and considered the relevant information, including base and downside forecasts for the period ending December 2025. Having reviewed the group's plans for (1) the existing long running first collaboration with Boehringer Ingelheim (BI), (2) a second collaboration with BI, (3) partnership with Immunogen, and (4) future collaborations; and the resulting associated cash forecasts and available financial facilities, the Board reasonably expects that the group has adequate resources to continue in operational existence for the foreseeable future.

 

The Directors have considered risks outside of the group's control and have identified several measures that could be put into place to revise and reduce future spend further and cashflows if necessary. These include, but are not limited to, review of all new hire positions in advance of recruitment and ongoing critical review of general expenditure, as well as the reducing external discretionary R&D expenditure.

 

The forecasts to December 2025 indicate that the group will continue to meet its liabilities as they fall due even in a severe but plausible downside.

 

Consequently, the directors are confident that the group will have sufficient funds to continue at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services and licences provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

Turnover in respect of milestone delivery varies depending on whether the Group has continuing obligations to fulfil to a customer. Where there are no contracted or inferred obligations management have determined that the revenue can be recognised at a point in time. Where there are interpreted to be continuing obligations, management have determined that revenue shall be recognised over the period during which those obligations are expected to be provided.

 

Turnover in respect of upfront fees granting access to technologies is recognised evenly over the research term to which they apply.

 

Turnover in respect of research and development services is recognised over time in line with the delivery of the obligations.

 

Turnover in respect of upfront license and option payments are recognised evenly over the expected duration of obligations associated with such payments.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.6
Research and development expenditure

Expenditure on research activities is recognised in the profit and loss account as an expense as incurred.

 

Expenditure on development activities may be capitalised if the product or process is technically and commercially feasible and the Company intends and has technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve design for, construction or testing of the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Trademarks, patents & licences
33% straight line
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Straight line over the life of the lease
Plant and equipment
20% straight line
Fixtures and fittings
33% and 25% straight line

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 recognised in the income statement.

1.9
Fixed asset investments

Interests in subsidiaries and other unlisted investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

 

Other unlisted investments are equity interests in entities over which the group does not exert control, significant influence or joint control.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group 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 group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable 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 if, and only if, there is 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.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

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.

1.17
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 the Black Scholes 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.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -

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.

1.18
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 profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
1.19
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.

 

Consolidated within the Group financial statements are the results and financial position of a foreign subsidiary undertaking. Items included in the financial statements of each of the entities in the Group are measured using the currency of the primary economic environment in which the Group operates (the functional currency). The functional currency is British Pounds Sterling. The Company financial statements are presented in sterling.

(i) 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 the profit and loss account.

(ii) Translation

The trading results of Group undertakings that have a different functional currency from that of the group are translated into sterling at the average exchange rate for the year. Their assets and liabilities, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rate as at the year end.

Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in ‘Other comprehensive income’.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Turnover

Turnover in respect of research and development services is recognised by reference to the completion of specific targets. Management has determined that the most appropriate recognition of turnover in respect of upfront license and option payments is to recognise this evenly over the expected duration of obligations associated with such payments. Duration of obligations is considered to be a key area where management applies judgements and these are reviewed on an annual basis and adjustments are made based on the latest information available.

Milestone based recognition

Milestone based recognition varies depending on whether the Group has continuing obligations to fulfil to a customer. Where there are no contracted or inferred obligations management have determined that the revenue can be recognised at a point in time. Where there are interpreted to be continuing obligations, management have determined that revenue shall be recognised over the period during which those obligations are expected to be provided.

 

Management have decided that a contract milestone for early-stage clinical work should be recognised on a straight line basis over an agreed term. This decision was taken on the basis that early-stage clinical work requires the needs for significant additional obligations such as defending the intellectual property and provision of information and support to the collaborative partner.

3
Turnover and other revenue
Unaudited
2023
2022
£
£
Turnover analysed by class of business
Research and development
17,973,731
14,075,582
Unaudited
2023
2022
£
£
Turnover analysed by geographical market
Europe
11,947,796
9,385,216
United States
6,025,935
4,690,366
17,973,731
14,075,582
Unaudited
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 24 -
2023
2022
£
£
Other revenue
Interest income
59,961
28,856
4
Operating (loss)/profit
Unaudited
2023
2022
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses
457,359
149,387
Research and development costs
9,475,221
4,399,931
Fees payable to the group's auditor for the audit of the group's financial statements
45,000
72,750
Depreciation of owned tangible fixed assets
280,333
219,983
Depreciation of tangible fixed assets held under finance leases
113,851
-
Profit on disposal of tangible fixed assets
(574)
(1,167)
Amortisation of intangible assets
7,731
8,954
Share-based payments
57,250
38,382
Operating lease charges
46,011
45,435
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
Unaudited
2023
2022
2023
2022
Number
Number
Number
Number
Research and development
33
26
8
9
Management and administration
13
8
10
6
Total
46
34
18
15
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 25 -

Their aggregate remuneration comprised:

Group
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Wages and salaries
5,337,144
4,615,206
2,131,347
2,622,022
Social security costs
384,950
360,647
210,746
257,094
Pension costs
249,461
208,863
159,204
157,193
5,971,555
5,184,716
2,501,297
3,036,309
6
Directors' remuneration
Unaudited
2023
2022
£
£
Remuneration for qualifying services
609,864
807,061
Company pension contributions to defined contribution schemes
37,250
33,750
647,114
840,811

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
Unaudited
2023
2022
£
£
Remuneration for qualifying services
483,960
603,101
Company pension contributions to defined contribution schemes
37,250
33,750
7
Interest receivable and similar income
Unaudited
2023
2022
£
£
Interest income on financial assets measured at amortised cost:
Interest on bank deposits
59,961
28,856
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
8
Interest payable and similar expenses
Unaudited
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
47,124
8,879
Interest on finance leases and hire purchase contracts
14,836
22,438
Total finance costs
61,960
31,317
9
Taxation
Unaudited
2023
2022
£
£
Current tax
UK R&D corporation tax credit for the current period
(1,330,170)
(1,033,917)
Adjustments in respect of prior periods
(23,047)
-
0
Total UK current tax
(1,353,217)
(1,033,917)
Foreign current tax on profits for the current period
(115,527)
133,759
Total current tax
(1,468,744)
(900,158)

The actual credit for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

Unaudited
2023
2022
£
£
(Loss)/profit before taxation
(2,819,149)
345,398
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(662,500)
65,626
Tax effect of expenses that are not deductible in determining taxable profit
34,715
-
0
Change in unrecognised deferred tax assets
52,097
63,337
Adjustments in respect of prior years
(138,574)
-
0
Depreciation on assets not qualifying for tax allowances
26,755
-
0
Other permanent differences
719
(10,230)
Change in tax rate applied to deferred tax
1,890
-
0
Effect of current year R&D claim
(783,846)
(1,152,650)
US tax credit charged in error
-
0
133,759
Taxation credit
(1,468,744)
(900,158)
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 27 -

An increase in the main rate of UK corporation tax, from 19% to 25%, became effective from 1 April 2023. This will impact the Group's future UK corporate tax charges accordingly for any profits taxed at the main rate.

 

At the reporting date, the Group had UK tax adjusted losses carried forward of £20,752,837 (2022 - unaudited: £20,752,837). No deferred tax asset has been recognised due to uncertainty around the timing of future taxable profits against which to utilise these losses.

 

The tax losses do not have a expiry date.

10
Intangible fixed assets
Group and Company
Trademarks, patents & licences
£
Cost
At 1 January 2023 (Unaudited) and 31 December 2023
394,854
Amortisation and impairment
At 1 January 2023 (Unaudited)
387,123
Amortisation charged for the year
7,731
At 31 December 2023
394,854
Carrying amount
At 31 December 2023
-
0
At 31 December 2022 (Unaudited)
7,731
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 January 2023 (Unaudited)
-
0
2,433,943
241,746
2,675,689
Additions
89,170
349,567
49,121
487,858
Disposals
-
0
(98,438)
(68,591)
(167,029)
At 31 December 2023
89,170
2,685,072
222,276
2,996,518
Depreciation and impairment
At 1 January 2023 (Unaudited)
-
0
1,579,895
146,248
1,726,143
Depreciation charged in the year
49,043
292,667
52,474
394,184
Eliminated in respect of disposals
-
0
(89,859)
(62,943)
(152,802)
At 31 December 2023
49,043
1,782,703
135,779
1,967,525
Carrying amount
At 31 December 2023
40,127
902,369
86,497
1,028,993
At 31 December 2022 (Unaudited)
-
0
854,048
95,498
949,546
Company
Plant and equipment
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2023
1,352,716
114,100
1,466,816
Additions
10,379
44,565
54,944
Disposals
(7,908)
(68,591)
(76,499)
At 31 December 2023
1,355,187
90,074
1,445,261
Depreciation and impairment
At 1 January 2023
974,752
93,109
1,067,861
Depreciation charged in the year
116,791
23,089
139,880
Eliminated in respect of disposals
(7,908)
(62,943)
(70,851)
At 31 December 2023
1,083,635
53,255
1,136,890
Carrying amount
At 31 December 2023
271,552
36,819
308,371
At 31 December 2022
377,964
20,991
398,955
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Tangible fixed assets
(Continued)
- 29 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Plant and equipment
694,341
728,079
256,164
370,015
12
Fixed asset investments
Group
Company
Unaudited
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
6,061
6,061
Unlisted investments
2
2
2
2
2
2
6,063
6,063
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2023 (Unaudited) and 31 December 2023
2
Carrying amount
At 31 December 2023
2
At 31 December 2022 (Unaudited)
2
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2023 and 31 December 2023
6,061
2
6,063
Carrying amount
At 31 December 2023
6,061
2
6,063
At 31 December 2022
6,061
2
6,063
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Subsidiaries
(Continued)
- 30 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Oxford BioTherapeutics Inc.
5941 Optical Court, San Jose, CA 95138
Ordinary
100.00
14
Debtors
Group
Company
Unaudited
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,536,197
1,362,110
2,536,199
1,362,110
Corporation tax recoverable
2,387,134
1,033,917
2,387,134
1,033,917
Amounts owed by group undertakings
-
-
324,625
550,897
Other debtors
184,907
52,529
184,907
52,529
Prepayments
975,693
816,758
658,818
508,344
6,083,931
3,265,314
6,091,683
3,507,797

Amounts owed to the Company by group undertakings are unsecured, interest free and repayable on demand.

15
Creditors: amounts falling due within one year
Group
Company
Unaudited
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
18
296,775
273,769
123,874
115,505
Trade creditors
1,791,177
1,000,299
1,330,387
791,232
Corporation tax payable
-
0
133,759
-
0
-
0
Other taxation and social security
109,142
145,409
96,517
144,945
Deferred income
19
3,914,073
7,369,353
3,914,073
7,369,353
Other creditors
101,017
493,210
91,123
481,713
Accruals
2,532,257
1,668,181
2,092,671
1,463,168
8,744,441
11,083,980
7,648,645
10,365,916
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
16
Creditors: amounts falling due after more than one year
Group
Company
Unaudited
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
18
231,593
275,554
21,501
145,376
Other borrowings
17
260,000
260,000
260,000
260,000
Deferred income
19
9,169,902
12,062,207
9,169,902
12,062,207
Preference dividends payable
175,432
175,432
175,432
175,432
9,836,927
12,773,193
9,626,835
12,643,015
17
Loans and overdrafts
Group
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Redeemable preference shares
260,000
260,000
260,000
260,000
Payable after one year
260,000
260,000
260,000
260,000

The parent company has in issue 260,000 redeemable preference shares of £1 each, which are classified as long term debt, rather than equity, due to the nature of the terms and conditions attached to them.

 

The shares are redeemable at their par value of £1 each at a fixed date, subject to certain criteria and conditions being met at that date, as detailed in the Articles of Association of the parent company. The earliest possible redemption date was 31 July 2023, and the latest possible date of redemption would be a date at which all terms of redemption are satisfied and a qualifying redemption event occurs, as specified within section 6.1.2 of the parent company's Articles. The redemption is mandatory, rather than at the company's discretion, providing relevant criteria is met.

 

The preference shares were previously entitled to a Preference Dividend and a Fixed Dividend. Such dividend rights expired in 31 December 2010.

18
Finance lease obligations
Group
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
296,775
273,769
123,874
115,505
In two to five years
231,593
275,554
21,501
145,376
528,368
549,323
145,375
260,881
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
18
Finance lease obligations
(Continued)
- 32 -

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Deferred income
Group
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Other deferred income
13,083,975
19,431,560
13,083,975
19,431,560

Deferred income is included in the financial statements as follows:

Current liabilities
3,914,073
7,369,353
3,914,073
7,369,353
Non-current liabilities
9,169,902
12,062,207
9,169,902
12,062,207
13,083,975
19,431,560
13,083,975
19,431,560
20
Retirement benefit schemes
Unaudited
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
249,461
208,863

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

Contributions totaling £24,023 (2022: £28,607) were payable to the fund at the year end and are included in other creditors.

21
Share-based payment transactions

At the reporting date, the Group had a number of share option agreements in place with employees. Options are exercisable at points in time and at prices as agreed in the executed agreements. The vesting period of these options is between one to five years. If the options remain unexercised after a period of 10 years from the date of the agreement, the options expire. Options are forfeited if a qualifying exit event as specified in the agreements occurs. The options are to be settled in equity.

 

For employee share options, the fair value of equity instruments granted is assessed at the date of the grant of options. A Black Scholes pricing model has been adopted to derive the fair value of the equity instruments granted which considers a number of inputs. These included degrees of volatility which were derived from comparable traded stocks, time at issue date, expiry timelines being option life, risk-free interest rates, option strike prices and spot price valuations of the Company at the time of issue.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
21
Share-based payment transactions
(Continued)
- 33 -
Group
Number of share options
Weighted average exercise price
Unaudited
Unaudited
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
316,629
290,879
2.00
2.07
Granted
10,000
30,250
1.35
1.35
Forfeited
(45,028)
(2,650)
1.82
1.85
Exercised
-
(1,850)
-
2.08
Outstanding at 31 December 2023
281,601
316,629
2.00
2.00
Exercisable at 31 December 2023
173,301
165,251
2.32
2.39

The weighted average share price at the date of exercise for share options exercised during the year was £0 (2022 - £2).

The options outstanding at 31 December 2023 had an exercise price ranging from 1.31 to 2.27, and a remaining contractual life of 6 years (2022: 6 years).

Group
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
57,250
38,382
42,706
34,931
22
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
4,007,140
4,007,140
40,072
40,072
Ordinary A shares of £1.57 each
407,411
407,411
640,000
640,000
Ordinary B shares of 1p each
408,266
408,266
4,083
4,083
Ordinary C shares of £5.84 each
346,567
346,567
2,023,253
2,023,253
5,169,384
5,169,384
2,707,408
2,707,408
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
22
Share capital
(Continued)
- 34 -

Ordinary shares

 

All Ordinary share classes carry the right to one vote per share. Dividends shall be paid in the following order of priority:

 

 

Return of capital on winding up is distributed to the shareholders in proportion to their shareholding and in the same order of priority.

 

Preference shares

 

Preference shares are non-voting, redeemable shares classified as debt (see note 17).

 

The rights to dividends and capital are detailed in the priority order above.

23
Financial commitments, guarantees and contingent liabilities

The total amount of financial commitments not included in the balance sheet which expires within one year is

£nil (2022 - unaudited: £218,061).

 

The Articles of Association stipulate that for certain classes of shares, those shareholders are entitled to a dividend based on annual profit. The outstanding balance is £1,777,370 for dividends announced in 2014. The Company's directors have not accrued for this in the accounts as they are dividends on equity shares. Dividends are accounted for when paid, not on an accrual basis. The Company is not able to pay dividends as it does not have distributable reserves so it would not be legal to do so.

24
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
Unaudited
2023
2022
2023
2022
£
£
£
£
Within one year
950,722
586,059
347,082
218,061
Between two and five years
1,946,492
1,225,390
1,168,165
-
In over five years
-
156,578
-
-
2,897,214
1,968,027
1,515,247
218,061
25
Events after the reporting date

There have been no significant events affecting the Group since the year end.

OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
26
Related party transactions
Remuneration of key management personnel

The Group has no key management personnel other than its directors, whose remuneration is specified within note 6.

Transactions with related parties

The Group paid M Fernandes, Dr C Rohlff's wife, £12,925 (2022 - unaudited: £5,700) for PR and website related services.

 

The Group paid GKF Wealth Management, of which Mr J L Gould is a Director, £184,038 (2022 - unaudited: £181,188) for monitoring fees.

27
Controlling party

Oxford Biotherapeutics Ltd is owned by a number of shareholders and individually no shareholder can exert control.

28
Cash (absorbed by)/generated from group operations
Unaudited
2023
2022
£
£
(Loss)/profit for the year after tax
(1,350,405)
1,245,556
Adjustments for:
Taxation credited
(1,481,882)
(900,158)
Finance costs
61,960
31,317
Investment income
(59,961)
(28,856)
Gain on disposal of tangible fixed assets
(574)
(1,167)
Amortisation and impairment of intangible assets
7,731
8,954
Depreciation and impairment of tangible fixed assets
394,184
219,983
Equity settled share based payment expense
57,250
38,382
Movements in working capital:
Increase in debtors
(1,519,311)
(1,253,680)
Increase in creditors
1,287,008
1,069,754
(Decrease)/increase in deferred income
(6,347,585)
10,832,890
Cash (absorbed by)/generated from operations
(8,951,585)
11,262,975
OXFORD BIOTHERAPEUTICS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 36 -
29
Analysis of changes in net funds - group
Unaudited
1 January 2023
Cash flows
New finance leases
Other non-cash changes
Exchange rate movements
31 December 2023
£
£
£
£
£
£
Cash at bank and in hand
19,268,263
(9,430,694)
-
-
15,149
9,852,718
Borrowings excluding overdrafts
(260,000)
-
-
-
-
(260,000)
Obligations under finance leases
(549,323)
304,852
(300,799)
16,902
-
(528,368)
18,458,940
(9,125,842)
(300,799)
16,902
15,149
9,064,350
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