Registered number: 06523152
QUANTUMDX GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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QUANTUMDX GROUP LIMITED
COMPANY INFORMATION
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Jonathan James O'Halloran
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Chi Chen (appointed 27 December 2023)
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Bingyu Mei (appointed 26 March 2024)
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Zhao Hui (appointed 27 December 2023, resigned 26 March 2024)
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Tony Tan (resigned 28 June 2023)
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Elaine Harrington Warburton OBE (resigned 27 December 2023)
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Keya Zhang (resigned 20 October 2023)
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Nigel Grenville Williams (resigned 16 July 2023)
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Armstrong Watson Audit Limited
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Knobbe, Martens LLP, 2040 Main Street, 14th Floor, Irvine, CA 92614
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USA
Weightmans LLP, 1 St James' Gate, Newcastle-upon-Tyne, NE99 1 YQ
Sintons LLP, The Cube, Barrack Road, Newcastle-upon-Tyne, NE4 6DB
Womble Bond Dickinson (UK) LLP, The Spark, Draymans Way,
Newcastle Helix, Newcastle-upon-Tyne, NE4 5DE
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Covington and Burling LLP, 22 Bishopsgate, London EC2N 4BQ
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QUANTUMDX GROUP LIMITED
CONTENTS
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Independent auditors' report
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Statement of profit or loss and other comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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QUANTUMDX GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present their strategic report for the year ended 31 March 2024.
Overview and principal activities
QuantuMDx is a multinational life sciences tools and diagnostics developer headquartered in Newcastle-upon-Tyne, UK, with operations in the UK, USA and Singapore. The principal activity of the Company is the development, manufacture, marketing and distribution of testing products which deliver the full power of a molecular diagnostic lab in a simple-to-use, portable, desktop system that can operate true "sample collection-to-answer" analysis in minutes in decentralised settings. The geographies into which the group sells products is set out in note 6.
Review of the business
The Company’s flagship product is the Q-POC™, a highly innovative molecular diagnostic (MDx) platform which offers cost-effective, sample to answer, multiplexed tests, operated at the point of need (PoN) and delivering rapid results. The vision is for Q-POC™ to become a truly portable device capable of delivering actionable lab-quality molecular diagnostic test results in minutes. It enables the early and precise diagnosis of disease, to be used as part of the drive to address global health burdens including the detection of infectious diseases and of antimicrobial resistance.
Much of the activity during the year to March 2024 focused on the further development and expansion of the features of the Q-POC™, working on improvements, additional functionality and software upgrades. Work also continued on feasibility and development of future assays which will be made available for use with the enhanced Q-POC™ (Mk 2.0).
The Company also strengthened its wide-ranging partnership with Sansure Biotech Inc. (Sansure) during the year, collaborating on R&D and manufacturing activities to achieve assay synergies across the two companies and engage in cost-down activities for the manufacturing of products, both Q-POC™ and assay cassettes.
Financial
Due to a significant downturn in sentiment in the financial markets, the overhang from the pandemic exacerbated by the wars in Ukraine and the Middle East, along with tighter health budgets post COVID, the in-vitro diagnostics (IVD) industry has found it particularly difficult to raise equity investment over the period. This led to the Company consciously delaying certain activities in order to preserve existing cash resources. Despite these wider difficulties, the Company was successful in securing £9,850,000 in December 2023 via a convertible loan note from Sansure’s associated company Hunan Sanway Quinten Biotech Co. Ltd (Quinten).
Commercial
In November 2022, the Company announced an exclusive five year distribution agreement with A.Menarini Diagnostics S.r.I. (Menarini) for QuantuMDx’s Q-POC™ platform in multiple countries. However, sales during this year did not reach the level both companies had hoped for. In the UK, post-pandemic, once central procurement of tests ended, each NHS trust was free to choose its own tests. This led to the trusts setting higher performance requirements and lower prices for tests than the ones imposed on them during the height of the pandemic. Trusts also required viral inactivation which QuantuMDx had not yet developed so was not available as part of the products offered. Alongside this, due to funding constraints, the Company could not roll out new tests as quickly as hoped, thus limiting the test menu available with Q-POC™.
Competition among test providers has been strong post-pandemic, especially for single-plex or low-plex tests which were widely and cheaply available. The Company’s intentions with Q-POC™ were always to supply multi-plex tests, which will shortly be available with the Q-POC™ 2.0 model. Additionally, with the manufacturing collaboration work being undertaken with Sansure and Quinten (essentially producing both machines and assays in China at a significantly lower cost of goods), it will now be possible to reduce the sale price of both Q-
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QUANTUMDX GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
POC™ and the disposable cassette in the near future, so giving the products a material competitive advantage.
Manufacturing
The Company has been working extremely closely with many Contract Organisations (CMOs) in China as well as Sansure and Quinten to transfer the device and cassette manufacturing from the current CMOs to the Sansure campus. The Quinten team have also been performing cost-down projects on Q-POC™ and the cassettes while the QuantuMDx team completes the 2.0 project and new assay development.
Key personnel changes
Tony Tan and Nigel Grenville Williams resigned from the board in June and July 2023 respectively. Keya Zhang resigned on 20 October 2023. Elaine Harrington Warburton resigned on 27 December 2023. On the same date the Company welcomed to the board Zhao Hui and Chi Chen. Zhao Hui subsequently resigned from the board on 26 March 2024 to avoid a potential conflict of interest and was replaced by Bingyu Mei, representing the Chinese investors in the Company.
Summary of key performance indicators
Throughout the year to March 2024, the Company’s principal financial key performance indicator (KPI) has been the strict control of costs to remain within or below the annual budget set by the Board, and therefore to ensure the Company has enough cash to fund future planned activity.
The decrease in revenue in the year was due to the one-off £4m upfront technology transfer fee in the prior year from the agreement with Sansure Biotech. Excluding this from the prior year figures would see an increase in revenue of 6% year-on-year. Cost of sales included £1.7m relating to provisioning and write down of expired and unusable inventory (2023: £3.7m). Other operating income includes that proportion of the £16.0m government grant set against depreciation of PPE. Administrative expenses were lower by 13% than 2023, driven by cost control across all overhead accounts, and a reduction in professional fees incurred. Research and development expenses were also lower than prior year by 60%, due to more in-house activity and the lack of spend on clinical studies. Lower administrative and research and development costs are the main drivers for a 24% decrease in the Company’s operating loss compared to prior year.
Future developments
The Company’s immediate priority is to deliver the Q-POC™ 2.0 device, accelerate the development of new assays on the Q-POC™ platform, and also look to exploit cheaper component sourcing and manufacturing optimisation to reduce CoGs and increase margins.
The Company will continue research and development activities aimed at adding more assays to its portfolio. QuantuMDx plans to launch a range of syndromic multiplex testing assays over the coming months and years.
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QUANTUMDX GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Over the next twelve months, the Company aims to have Q-POC™ 2.0 with several new assays that will be going into late-stage testing, scale up to manufacture and into clinical trials. These will subsequently be submitted for the appropriate regulatory approvals.
This improved system, larger test menu and the successful cost-down projects will position QuantuMDx and Quinten extremely strongly to compete effectively in the large global market for testing.
Principal risks and uncertainties
Commercialisation
The Company will “re-launch” Q-POC™ 2.0 with new assays after a temporary suspension in offering product to the market. Development and regulatory risk is now greatly diminished; however this new phase brings risk and uncertainty around the ability of the Company to commercialise these new products on a timely basis, supplying them as and when required to meet demand and to gain market traction. The directors recognise that integrated risk analysis and management are crucial to enhancing the Company’s performance and competitive advantage. The directors’ approach is aimed at early identification and analysis of potential risks, mitigating identified risks wherever possible, and responding quickly and effectively where risks materialise.
Competition
Several companies are already selling diagnostic products in the same space as Q-POC™, although most of these are more expensive lab-based tests. The directors believe that the Q-POC™ is best-in-class for decentralised molecular testing and has a unique clinical and commercial profile. Nonetheless, there are no assurances that Q-POC™ will be able to disrupt the market and entice customers away from current products. There is also a possible risk that the Company’s Intellectual Property (IP) protection is insufficiently covered by global patents, potentially allowing access to competition. The directors believe, however, that the Company has a robust IP portfolio of over 200 filed and granted patents which will protect its technologies and their significant competitive advantage over current diagnostic technologies. These include faster time to result, greater sensitivities, simplicity of use and opportunities for transformational margins.
Regulation and legislation
The sale of the Company’s technology and devices will rely on gaining regulatory approvals in the countries in which it seeks to sell product. The regulatory bodies are responsible for ensuring medical devices are safe and effective. The regulatory approval process by these bodies, particularly from the Food and Drug Administration (FDA) in the USA, requires the Company to submit applications for market clearance. These applications can be rigorous, lengthy and costly with no guarantee of success within the timescales expected. To mitigate this risk, the Company will look at each assay on an individual basis and choose to exploit territories where the level of risk in gaining regulatory approval is considered to be proportionate to the commercial prospects in those territories.
Financial
The Company’s international operations expose it to a variety of risks that include the effect of changes in foreign currency exchange rates, credit risks, liquidity and interest rates. The management of each of these risks is detailed in note 4.16. The Company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Company. The Company is not exposed to commodity price risk. In respect of monetary assets and liabilities held in currencies other than Sterling, namely US Dollars, Singapore Dollars and Euros, the Company ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short term imbalances. The Company’s foreign exchange exposure is continuously monitored.
The Company has a history of net losses, and the directors expect to make operating losses until the Company has gained significant market traction for Q-POC™. Whilst the directors have made every effort to account for all of the potential costs associated with the continuing development and commercialisation of the Company’s
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QUANTUMDX GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
products and technologies there could be material increases and unforeseen costs associated with the projected expenditures on commercialisation, regulatory, administrative or development activities.
While the Company has net losses due to its research and development activity, it maintains sufficient available funds for continuing operations and planned expansion of its existing activities. The company has in place a guarantee from its main shareholder that there will be sufficient cash made available to enable the business to continue in operation for a period of not less than twelve months from the date of approval of these financial statements, more information on this is detailed in Going Concern section of the Directors’ report.
Ukraine and the Middle East
The wars in Ukraine and the Gaza Strip have not had a direct impact on the activities of the Company.
People
From time to time, the Company has employees who are situated or deployed on the Company’s business around the world. The Company ensures that it complies with all local labour laws and applies what the directors believe are appropriate standards and systems to monitor and to ensure the welfare of those employees.
Business
The directors’ aim is for the Company to be and to remain a contributing and good “Corporate Citizen”.
The business does not have a high carbon footprint and management considers it a sustainable business. We try to ensure that our planet’s precious resources are used appropriately for the benefit of current and future generations. The Board considers that the business and strategic decisions which it takes now, in furtherance of the Company’s business objectives, do not damage the global environment.
Governance
Each Board meeting addresses compliance by the Company with its corporate governance codes and reinforces the Board’s requirement that its business be conducted with integrity and with due regard for ethical standards.
and signed on its behalf.
Jonathan James O'Halloran
Director
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QUANTUMDX GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present their report and the financial statements for the year ended 31 March 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, Directors' report and the financial statements, in accordance with applicable law.
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 UK-adopted international accounting standards and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS101 "Reduced Disclosure Framework", 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 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;
∙make judgments and estimates that are reasonable and prudent;
∙state whether applicable UK-adopted international accounting standards have been followed for Company financial statements and United Kingdom Accounting Standards comprising FRS 101 have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Company is a private Company limited by shares and is incorporated in the United Kingdom under registration number 06523152. The Company is domiciled in the UK and the address of the registered office is Lugano Building, 57 Melbourne Street, Newcastle upon Tyne, NE1 2JQ.
The loss for the year, after taxation, amounted to £11,269,000 (2023 - loss £12,932,000).
The directors do not propose the payment of a dividend; 2023: £Nil.
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QUANTUMDX GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The directors who served during the year were:
Jonathan James O'Halloran
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Chi Chen (appointed 27 December 2023)
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Bingyu Mei (appointed 26 March 2024)
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Zhao Hui (appointed 27 December 2023, resigned 26 March 2024)
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Tony Tan (resigned 28 June 2023)
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Elaine Harrington Warburton OBE (resigned 27 December 2023)
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Keya Zhang (resigned 20 October 2023)
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Nigel Grenville Williams (resigned 16 July 2023)
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Political donations and expenditure
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The Company's policy is to make no donations or contributions to political parties; 2023: £Nil.
Financial risk management
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Details are provided in the Strategic Report on pages 1 to 4.
During the year, the Company incurred research and development expenditure of £1,871,000 (2023 - £4,692,000) all of which was expensed to the income statement.
Employment of disabled persons
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The Company gives full and proper consideration to applications for employment from disabled persons where the candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion. The company attaches particular importance to the needs of disabled employees and will endeavour to make necessary and appropriate adjustments in order to maintain the services of employees who become disabled.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Events after the reporting date
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There has been no significant events after the reporting date to note.
The auditors, Armstrong Watson Audit Limited were appointed in February 2024, they will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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QUANTUMDX GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
This report was approved by the board and signed on its behalf.
Jonathan James O'Halloran
Director
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QUANTUMDX GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUANTUMDX GROUP LIMITED
We have audited the financial statements of QuantuMDx Group Limited for the year ended 31 March 2024 which comprise the Statement of profit or loss and other comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies set out on pages 17 - 28. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standard, including FRS101 "Reduced Disclosure Framework").
In our opinion the 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 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 conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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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. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:
Explanation of how the auditor evaluated management's assessment and the key observations arising with respect to that evaluation
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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QUANTUMDX GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUANTUMDX GROUP LIMITED (CONTINUED)
The other information comprises the information included in the Annual report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its 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:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement on page 5, 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 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.
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QUANTUMDX GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUANTUMDX GROUP LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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:
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Michael Morris (Senior statutory auditor)
for and on behalf of
Armstrong Watson Audit Limited
Chartered Accountants and Statutory Auditors
One Strawberry Lane
Newcastle upon Tyne
NE1 4BX
19 September 2024
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QUANTUMDX GROUP LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
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Research & Development expenses
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Loss for the financial year
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Total comprehensive income for the year attributable to owners
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The notes on 16-44 form part of these financial statements.
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QUANTUMDX GROUP LIMITED
REGISTERED NUMBER: 06523152
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
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Property, plant and equipment
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Trade and other receivables
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Trade and other receivables
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Cash and cash equivalents
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Total non-current liabilities
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Total current liabilities
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Equity attributable to equity holders of the Company
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QUANTUMDX GROUP LIMITED
REGISTERED NUMBER: 06523152
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2024
The financial statements on pages 11 to 44 were approved and authorised for issue by the board of directors and were signed on its behalf by:
Jonathan James O'Halloran
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The notes on pages 17 to 44 form part of these financial statements.
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QUANTUMDX GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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The notes on pages 17 to 44 form part of these financial statements.
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QUANTUMDX GROUP LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
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Taxation on ordinary activities
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Depreciation of property, plant and equipment
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Loss/(gain) on disposal of property, plant and equipment
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Movement in inventory provision
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Share based payments credit
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Changes in working capital:
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Decrease in trade and other receivables
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Decrease in deferred income
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Increase/(decrease) in trade and other payables
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Cash used in operating activities
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Net cash flows used in operating activities
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Proceeds from sale of property, plant and equipment
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Payments to acquire tangible assets
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Net cash used in investing activities
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Payment of lease obligations
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Net cash generated by financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at end of year
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
QuantuMDx Group Limited is a private limited Company incorporated on 4 March 2008 in England and Wales, registration number 06523152. The Company's registered office is Lugano Building, 57 Melbourne Street, Newcastle Upon Tyne, England, NE1 2JQ.
The principal business of the Group is the development, manufacture, marketing and sale of products which deliver the full power of a molecular diagnostic laboratory in a simple-to-use, portable, desktop system that can operate true sample-to-collection analysis in minutes, at the point of need. Strategic Report on page 3 has more detail.
The financial statements have been prepared using the historical cost convention. The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below, the policies have been consistently applied to both years presented, unless otherwise stated. The financial statements are presented in Sterling, rounded to the nearest thousand (£'000) unless otherwise stated, which is the Company's functional currency.
Company financial statements
The financial statements of QuantuMDx Group Limited (the 'Company') have been prepared in accordance with Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101) which forms part of UK accounting standards issued by the Financial Reporting Council. The financial statements have been prepared under the historical cost convention, as modified and in accordance with the Companies Act 2006 as applicable to companies using FRS 101.
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Functional and presentation currency
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These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies
The financial statements have been prepared on the basis that the Company is a going concern. The Company's funding strategy in the past has been to operate a rolling fund raising, only drawing down sufficient funds to cover a 3-6 month period of planned expenditure and commitments. To date, this strategy has proved highly successful for the Company by maximising shareholder value and enabling the Company to retain flexibility in device development, yielding disruptive proprietary technologies that the market demands. Furthermore, by retaining control and voting rights, the founders have been able to pursue their humanitarian vision to deliver rapid, affordable and accurate molecular diagnostics to both developed and developing nations.
In November 2023, the Company signed an agreement to issue convertible loan notes to existing shareholders to the value of £9.85m and received a further £2.5m in bridge loans. The directors have received a guarantee from Quinten, its majority shareholder, that it will continue to support the Company with sufficient funding for the next twelve months. It is on this assumption that these financial statements are prepared on a going concern basis.
The Company applies IFRS 15 Revenue from contracts with customers. Revenue is recognised to the extent that the Company obtains the right to consideration in exchange for its performance and applies the five-step method to:
(i) identify contracts with its customers;
(ii) determine performance obligations arising under those contracts;
(iii) set an expected transaction price;
(iv) allocate that price to the performance obligations; and
(v) recognise revenues as and when those obligations are satisfied.
Products
Sales of the Company's diagnostic testing products are recognised when control of the products has transferred, being when the products are delivered to the customer, and there is no unfulfilled obligation that could affect the customers' acceptance of the products. Delivery occurs when the products have arrived at the location specified in the sales ordering process to an agreed-upon port and cleared for export (if being sent overseas), or named delivery place in the UK, ready for customer collection.
Revenue from product sales is recognised based on the transaction price, which is specified in the contract, net of any agreed discounts. Payment of the transaction price is allocated to the products and due, according to the customer's credit terms, when the customer takes delivery of the goods. If the Company accept any returns from a customer, refund liabilities agreed with the customer would be included in trade and other payables. No element of financing is deemed present as the sales are made with a credit term of 30 days, which is consistent with market practice.
Contracts for sale of products do not allow for returns of refunds of products, only repairs to defective products which is covered under the Company's warranty obligations.
A receivable is recognised when the products are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
Technology transfer fees
Under IFRS 15, when we enter into contracts with customers, we assess the goods and/or services promised in the contract and identify distinct performance obligations. A promise in the agreement is considered a distinct performance obligation if both of the following criteria are met:
• the customer can benefit from the goods or service either on its own or together with other
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
resources that are readily available to the customer (i.e. the goods or service is capable of being distinct); and
• the entity's promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e. the promise to transfer the goods or service is distinct within the context of the contract).
Our contracts with customers may include promises to transfer multiple products and services to a customer. The promises are identified and accounted for as separate performance obligations, if these are distinct. If promises are not distinct, we combine those goods or services with other promised goods or services until we identify a bundle of goods or services that is distinct. The transaction price in the contract is measured at fair value and reflects the consideration we expect to be entitled to in exchange for those goods or services. In the transaction price, variable consideration including milestone payments, is only included to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation according to their stand-alone selling prices and is recognized when control of the goods or services are transferred to the customer either, over time or at a point in time.
R&D collaboration revenue
Revenue from R&D collaboration was recognised in the accounting year in which the service had been completed, the customer had received result of the service, and it was considered highly probable that a significant reversal would not occur. Revenue from R&D collaboration activities is recognised based on the transaction price, which is specified in the contract and is payable by the customer within 10 business days.
In determining the transaction price for the sale of products, the Company considers the effects of variable consideration, but during the year to 31 March 2024 there were no transactions with customers which gave rise to this. Therefore, there is no variable consideration which has been constrained for the sale of products or any of the other revenue streams
A receivable was recognised when the results were delivered as this was the point in time that the consideration was unconditional because only the passage of time was required before the payment was due.
Warranty obligations
The Company typically provides warranties for repairs or defects to instruments. Provisions related to these warranties are recognised when instruments are sold and the value of provision is estimate based on the average number of instruments with faults and the average cost of repair. As the number of instruments sold during the year was small and there were no returns, there was no warranty provision required at the end of the year.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
Functional and presentational currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The Company's functional currency and the Group's presentational currency is Sterling.
Group companies
The results and financial position of all Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
∙Assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at the date of the Statement of Financial Position
∙Income and expenses for each income statement are translated at the rate of exchange at the transaction date. Where this is not possible, the average rate for the year is used but only if there is no significant fluctuation in the rate. All resulting exchange differences are recognised in other comprehensive income; and;
∙On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income and accumulated in a separate component of equity. Post transition exchange differences are recycled to profit or loss as a reclassification adjustment upon disposal of the foreign operation.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attaching to them and the grants will be received.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Company recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognised in profit or loss in the period in which they become receivable.
Deferral and presentation of government grants
Government grants relating to administrative, or research and development costs are included in deferred income and recognised in profit or loss in the year necessary to match them with the costs that they are intended to compensate. Government grants relating to plant and equipment are released to the income statement to match against depreciation of those assets. Government grants relating to inventory are released to the income statement to match against the cost of sales.
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is calculated as an actual cost using an average costing basis and comprises direct materials and, where applicable, other direct costs that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the income statement. Reversals of impairment losses are also recognised in the income statement.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
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Internally-generated intangible assets
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Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:
∙the technical feasibility of completing the intangible asset so that it will be available for use or sale;
∙the intention to complete the intangible asset and use or sell it;
∙the ability to use or sell the intangible asset;
∙how the intangible asset will generate probable future economic benefits;
∙the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
∙the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
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Property, plant and equipment
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Property, plant and equipment is recorded at cost net of accumulated depreciation and any provision for impairment.
Subsequent costs of major additions or major components are included in the asset's carrying amount or recognised as a separate asset as appropriate, only when it is probable that economic benefits associated with the item will flow to the Group and the cost can be measured reliably.
Assets under construction relate to payments for the installation of manufacturing equipment and are not depreciated until the equipment is fully available for use. At that point, the assets are transferred to plant and equipment and are depreciated over their useful economic lives.
Repairs, maintenance, and operational inspection costs are expensed as incurred.
Tangible fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal the difference between net disposal proceeds and the carrying amount is recognised in the income statement as other operating losses / gains.
Depreciation is provided using the straight-line method to write off the cost of the asset less any residual value over its useful economic life. The residual values of assets are reviewed annually and revised where necessary. Assets' useful economic lives are as follows:
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:
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Right of use lease assets
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The earlier of the end of the useful life of the asset or the end of the lease term.
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For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows. As a result, some assets are tested individually for impairment, and some are tested at cash- generating unit level.
An impairment loss is recognised for the amount by which the carrying amount exceeds the recoverable amount of the asset or cash-generating unit. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an internal discounted cash flow evaluation. The cashflow evaluations are a result of the Directors' estimation of future sales and expenses based on their past experience and the current market activity within the business. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
The Company is a lessee of office premises. Leases are typically for periods of 1 month to 15 years. The Company also is party to non-qualifying leases being agreements for the right of access to laboratories, leases for accommodation which is of low value or less than twelve months.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
• fixed payments, including in-substance fixed payments
• variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date
• amounts expected to be payable under a residual value guarantee; and
• the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise such an option to extend and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.
The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates; a country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific adjustment when the risk profile of the entity that enters into the lease is different to that of the Company and the lease does not benefit from a guarantee from the Company.
The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Right-of-use assets are initially measured at cost comprising the following;
• the amount of the initial measurement of the lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any direct initial costs; restoration costs.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The Company presents right-of-use assets in 'property, plant and equipment' and lease liabilities as a separate line in the statement of financial position.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
On initial recognition, the Company classifies its financial assets as either financial assets at fair value through income statement, at amortised cost or fair value through comprehensive income, as appropriate. The classification depends on the purpose for which the financial assets were acquired. At the reporting year-end the financial assets of the Company were all classified as loans or receivables, measured at amortised cost.
The Company's financial assets comprise trade receivables, other receivables (excluding prepayments) and cash and cash equivalents.
Trade receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers but also incorporate other types of contractual monetary assets.
They are initially recognised at fair value and measured subsequent to initial recognition at amortised cost using the effective interest method, less any impairment loss.
Company trade and other receivables - credit loss, write offs, and impairment
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for trade receivables. To measure the expected credit losses, trade receivables have been Grouped based on shared credit risk characteristics and the days past due (i.e ., by geography, customer type and rating).
The expected loss rates are based on the payment profiles of sales since the commercial launch of the Company's Q- POC™ products, and the corresponding historical credit losses experienced within this year. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment losses within administrative expenses. Subsequent recoveries of amounts previously written off are credited against the same line item
Company - receivables from subsidiaries
The Company's financial assets also include loans to subsidiaries. Directors of the Company use cash flow forecasts to determine the recoverability of intercompany balances over a period of time and the level of discounting required to reflect the likely timing of future receipts against balances that are technically repayable on demand (in line with IFRS 9 expected credit loss methodology). Receivables from subsidiaries are included in Trade and other receivables under non-current financial assets.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand and deposits held at call with financial institutions.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
The Company's financial liabilities include trade and other payables and borrowings which include lease liabilities, convertible loan notes and convertible loans.
Financial liabilities are recognised when the Company becomes a party to the contractual agreements of the instrument. All interest related charges are recognised as an expense in the income statement.
Trade payables are recognised initially at their fair value, net of transaction costs and subsequently measured at amortised costs less settlement payments.
Convertible loan notes, which are convertible into a variable number of shares based on the most recent available share price, are classified as non-derivative financial liabilities in their entirety which are initially measured at fair value and subsequently measured at amortised cost.
Equity derivatives embedded in convertible instruments are recognised initially at fair value. At each reporting date, the fair value of the derivative element of the convertible instrument is measured by management using a calculation of IRR based on a weighted probability assessment of possible outcomes. The change in the fair value of the instrument is recorded as a finance cost through the income statement.
Current tax
Current income tax assets and liabilities comprise those obligations to fiscal authorities in the countries in which the Company carries out its operations. They are calculated according to the tax rates and tax laws applicable to the fiscal year and the country to which they relate. All changes to current tax liabilities are recognised as a component of tax expense in the income statement unless the tax relates to an item taken directly to equity in which case the tax is also taken directly to equity. Tax relating to items recognised in other comprehensive income is recognised in other comprehensive income.
Deferred tax
Tax losses available to be carried forward, as well as other income tax credits to the Company, are assessed for recognition as deferred tax assets.
Deferred taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases.
A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Company and it is probable that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective year of realisation, provided they are enacted or substantively enacted at the statement of financial position date.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
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Short-term and other long-term employee benefits
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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 inventory or non-current assets.
The cost of any unused holiday entitlement is recognised in the year 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.
The cost of pensions in respect of the Company's defined contribution scheme is charged to the income statement in the year in which the related employee services were provided.
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Share-based employee compensation
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The Company operates equity settled share based compensation plans for remuneration of its employees.
The fair value of equity-settled share based payments to employees is determined at the date of grant and is expensed on a straight-line basis over the vesting year based on the Company's estimate of shares or options that will eventually vest.
The Company has no cash-settled arrangements.
The board of directors of QuantuMDx Company Limited has overall responsibility for the determination of the Company's risk management objectives and policies. The Company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Company. All funding requirements and financial risks are managed based on policies and procedures adopted by the board.
The Company does not enter into speculative derivative transactions or trade in financial instruments and the directors believe the Company is not materially exposed to commodity price risk.
The Company is exposed to the following financial risks:
• Credit risk
• Liquidity risk
• Foreign exchange risk
• Interest rate risk
The Company is exposed to risks that arise from its use of financial instruments. The principal financial instruments used by the Company, from which the financial risks above arise, are as follows:
• Trade and other receivables
• Cash and cash equivalents
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
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Financial instruments (continued)
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• Trade and other payables
• Convertible loan notes
To the extent financial instruments are not carried at fair value in the consolidated statement of financial position, book value approximates to fair value. At the year end there are no amounts carried at fair value; 2023: none.
The objective of the Company is to reduce risk as far as possible. The Board has overall responsibility for the Company's risk management policies and directly approves use of derivative or non-derivative financial instruments. The Board has delegated the management of the risk policies to the Company's finance function who report financial results monthly to the Board so it can review the effectiveness of those policies. The key risks to the QuantuMDx Company and the policies and procedures put in place by management to manage them are summarised below:
Interest rate risk
The Company limits interest rate risk by fixing interest rates on convertible loan notes when they are issued. The Company does not enter into forms of borrowing with variable interest rates. There was no exposure to interest rate risk at the end of March 2024 or March 2023 as all convertible loans were redeemed or converted.
Foreign exchange risk
Foreign exchange risk arises when the Company enters into transactions denominated in currencies other than its functional currency. The Company's maintains bank accounts in other currencies, EUR, USD and SGD, and where possible income and expenditure in these currencies is matched. The Company's foreign exchange exposure is continuously monitored. The impact on the Company's loss is due to changes in the fair value of monetary assets and liabilities. There is no impact to other components of equity from changes in foreign currency exchange rates. The Company performs sensitivity analysis to determine the impact that movement in USD and EUR exchange rates would have on the year end balances in those currencies. The Company's exposure to foreign currency changes for all other currencies is not material.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is mainly exposed to credit risk from credit sales. The Company's net trade receivables for the reported periods are disclosed in the financial assets table above and are not material at the year end.
The Company attempts to mitigate credit risk by assessing the credit rating of new customers prior to entering into contracts and by contracts with customers with agreed credit terms. Each customer is assessed for creditworthiness before credit terms are given, and credit is limited to the maximum amount recommended by the credit reference agency used. The Company continually measures its credit risk by analysing the ageing of accounts receivable and checking customers credit balances do not go above authorised credit limits.
None of the receivables had been subject to a significant increase in credit risk since initial recognition and, consequently, 12 month expected credit losses have been recognised, and there are no non-current receivable balances lifetime expected credit losses.
The directors do not consider that there is any concentration of risk within other receivables.
Credit risk on cash and cash equivalents is considered to be small as the counterparties are substantial banks with high credit ratings (BBB+ or above) assigned by international credit rating agencies. For all
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4.Accounting policies (continued)
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Financial instruments (continued)
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financial assets to which the impairment requirements have not been applied, the carrying amount represents the maximum exposure to credit loss.
Liquidity risk
Liquidity risk arises from the Company's management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Company uses five-year financial models to forecast future expected cashflow, deriving a financing strategy based on the cash required to fund the business. The Board receives rolling cash flow projections monthly and make decisions about funding requirements based on those forecasts. The amounts disclosed below are the contracted undiscounted cash flows.
Capital management
QuantuMDx Company Limited's objectives when maintaining capital are:
• to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and
• to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The capital structure of the Company consists of shareholders' equity as set out in the statement of changes in equity plus convertible loans. In order to achieve its objectives for capital management, the Company operates rolling fund raising of both equity investment and convertible loan to ensure all working capital requirements are financed from existing cash resources.
The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components. The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. Subsequently, the debt component is accounted for as a financial liability measured at amortised cost until extinguished on conversion or maturity of the bond. The remainder of the proceeds is allocated to the conversion option and is recognised in the "Share Premium" within shareholders' equity, net of income tax effects.
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Accounting estimates and judgments
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5.1 Judgment
Technology transfer fees
Our contracts with customers may include promises to transfer multiple products and services to a customer. Determining whether products and services are considered direct performance obligations that should be accounted for separately versus together may require significant judgement. We considered the license to be distinct in the context of the contract and represents rights to use the Company's intellectual property as that intellectual property exists at the point in time at which the license is granted to the customer. There is no further involvement by the Company in the customer's assembly and commercialisation of products in the territories after the transfer. Accordingly, we determined the out-licensing to be one distinct performance obligation under IFRS 15 satisfied at a point in time and recognised the revenue when the control of license is transferred.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
5.Accounting estimates and judgments (continued)
Research and development costs
Capitalisation of development costs in accordance with IAS 38 requires analysis of the technical feasibility and commercial viability of the project in the future. This in turn requires a long-term judgement to be made about the development of the industry in which the development will be marketed. Where the Directors consider that sufficient evidenced exists surrounding the technical feasibility and commercial viability of the project, which indicates that the costs incurred will be recovered they are capitalised within intangible fixed assets.
Right of use asset recognition
Management have assessed each lease liability for recognition under IFRS 16. The judgements are based on the term of and nature of individual leases. Those leases with a term greater than 12 months which convey a right to occupy are recognised as a right of use asset with corresponding lease liability. Leases of equal to or less than 12 months or with a nature of right of access rather than occupy are expensed in the company are expensed in the income statement.
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5.2 Estimates and assumptions
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Inventory provision
In estimating an inventory provision, management take into account shelf life of raw materials and finished goods, the length of time items have been in inventory and estimated sales and production of products in the foreseeable future. Some products have shelf life's of between 12 and 18 months and cannot be sold once the items expire. In the year 31 March 2024, the Company has made a provision for stock items which customers are unlikely to buy due to a short shelf life. The Company has also reviewed the expected selling prices of inventory and made a provision for items which is likely to be sold below cost.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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(a) Disaggregation of revenue from contracts with customers
The company derives revenue from the transfer of goods at a point in time, being the provision of diagnostic testing products.
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(b) Geographic Markets
An analysis of external revenue from customers located in:
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Estimates and assumptions
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All revenue received in the current period and comparative years has been recognised at a point in time in accordance with the companies revenue recognition policy as detailed in note 4.2.
The company does not enter into agreed payment schedules with customers for fixed price contracts and does not have contract assets or liabilities.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Other income has arisen both from the release of deferred income from the government grant received in prior years; and a grant which was awarded during the year to 31 March 2022 for a collaboration between the company and CARB- X/SpeeDx. The collaboration grant income is not considered to be part of the main revenue generating activities of the Group and is shown separately from revenue.
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Research and Development government grant
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Research and Development collaboration income
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There are no unfulfilled conditions and other contingencies attaching to grants that have been recognised.
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The operating loss has been arrived at after charging/(crediting):
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Research and development expenses
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Depreciation of property, plant, and equipment
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Loss on disposal of tangible assets
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Foreign exchange losses / (gains)
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Legal and professional fees
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Cost of inventories recognised and an expense
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Employee benefit expenses
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Employee benefit expenses (including directors) comprise:
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Defined contribution pension cost
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Shared based payment credit (note 21)
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The Company operates a defined contribution scheme for its directors and employees. The pensions cost charge represents the contributions payable by the Company. There were contributions outstanding at the year end of 2024: NIL; 2023: £32,018 which are included in other payables.
Directors' remuneration is included in staff costs. Directors' remuneration for the year 2024: £278k; (2023: £320k).
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Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including the directors of the Company listed on page 2-3, and the Financial Controller of the Company.
The remuneration for the highest paid director during the year was as follows:
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The monthly average number of persons, including the directors, employed by the Company during the year was as follows:
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Administration and central functions
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Recognised in profit or loss
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Interest on convertible loan note
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Other loan interest payable
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Net finance expense recognised in profit or loss
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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11.1 Income tax recognised in profit or loss
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Tax credit over / (under) accrued in previous years
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The credit for the year can be reconciled to the loss per the Consolidated income statement as follows:
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Expected tax credit based on corporation tax rate (2024: 19%; 2023: 19%)
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Expenses not deductible for tax purposes
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Shared based payments (19%)
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Unrelieved tax losses carried forwards
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The Group has tax losses of £55,689,000; 2023: £49,019,000 that are available indefinitely for offset against future taxable profits in those companies in which the losses arose to the extent that offset is available against similar trading activities. Deferred tax assets have not been recognised in respect of these losses as it is not deemed probable that there will be sufficient taxable profits against which the losses may be offset.
From 1 April 2023, the main rate of UK Corporation Tax increased from 19% to 25% and a new 19% small profits rate of corporation tax was introduced for companies whose profits do not exceed £50,000. Companies with profits between £50,000 and £250,000 will pay tax at the main rate, reduced by a marginal relief. As the company is not anticipating making annual taxable profits in excess of £50,000 in the foreseeable future, there is consequently no impact arising due to the change in tax rates.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Property, plant and equipment
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Accumulated depreciation and impairment
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Charge owned for the year
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Charge owned for the year
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No property, plant and equipment assets have been pledged as a security for any current or non-current liabilities.
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The principal subsidiaries of QuantuMDx, these entities have not been consolidated into the financial statements as they are not material or actively trading, are as follows;
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
13.Investments (continued)
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Proportion of ownership interest and voting power held (%)
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1) QuantuMDX Asia Pte Limited
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Sale of health / biotech products
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Business development activities
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QuantuMDX Asia Pte Limited
The principal place of business is;
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048051
QuantuMDX USA Inc
The principal place of business is;
106 Greentree Drive,
Suite 101,
Dover, DE 19904 USA
Investment in subsidiaries
The cost and net book value of the investment in subsidiaries is as follows: 2024: £1k; 2023: £1k.
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Finished goods and goods for resale
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The amount of inventories recognised as an expense during 2024 was £1,360,000 (2023 - £1,739,000).
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The cost of inventories recognised as an expense includes £1,715,000 in respect of write-downs of inventory to net realisable value (2023 - £3,670,000).
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Trade and other receivables
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Amounts owed by group undertakings
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Total financial assets other than cash and cash equivalents classified as loans and receivables
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Total non-current trade and other receivables
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Prepayments and accrued income
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Total current trade and other receivables
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The terms of the loans to subsidiaries are as follows:
• Loans outstanding at 31 March 2024 are repayable on demand, or if no demand has been made, on 25 July 2024 for QuantuMDx Asia Pte Ltd, and 10 June 2024 for QuantuMDx USA Inc .;
• Both loans were extended for another twelve months post year end, so current repayment dates are 25 July 2025 for QuantuMDx Asia Pte Ltd, and 10 June 2025 for QuantuMDx USA Inc;
• Interest is payable at the rate of the 3 month SGD SIBOR rate for loans to QuantuMDx Asia Pte Ltd, and the LIBOR rate for loans to QuantuMDx USA Inc, plus a margin of 2.5%;
• Loans are unsecured.
Management have assessed recoverability of Company subsidiary loans using historical and future information. Immediate repayment of loans is not in the business model, and management are of the opinion that subsidiary loans will be repaid in full in due course as a result of a sales and distribution presence in geographical locations. As the effective interest rate of the loans is low and the period until cash is realised is expected to be within the next 3 years, the expected credit loss, calculated by discounting the loan balances at 31 March 2024, is immaterial, therefore no impairment has been recognised.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Total non-current trade and other payables
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Taxation and social security
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Total current trade and other payables
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Included in current liabilities
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Included in non-current liabilities
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Government grants received toward the purchase of property, plant and equipment are included in non-current liabilities as deferred income and credited to the income statement on a straight-line basis over the expected lives of the assets. An adjustment is made to transfer the amount relating to the next 12-month period from non-current to current liabilities.
Grants toward the purchase of inventory which is expected to be sold in the next 12 months are included in deferred income in current liabilities, otherwise they are included in non-current liabilities. This deferred income is released to the income statement to match with the cost of goods sold.
Receipts from customers which are payments in advance of orders being fulfilled are credited to current deferred income and transferred to revenue once it can be recognised.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Property, plant and equipment - owned
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Depreciation charge for the year
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Lease Liability: Maturity analysis (contractual undiscounted cash flows)
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Total lease liabilities at 31 March
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Less future finance charges
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Lease liabilities per the statement of financial position
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Amounts recognised in the statement of profit or loss
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Depreciation charge of right-of-use assets
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Interest expense (Included in finance costs)
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Amounts recognised in the statement of cashflows
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Total cash outflow for leases
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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The following payments are due to be made on operating lease commitments which are all leases on office accommodation:
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When measuring lease liabilities, the company discounted lease payments using its incremental borrowing rate. The weighted average rate applied is 10.0%.
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In November 2023, the Company issued convertible loans with Hunan Sanway Quinten Biotech Co. LTD. The loans are expected to mature in September 2024, after this date, the loan is expected to convert to shares.
There are no financial covenants attached to these loans that define capital structure requirements.
For details of the current and non-current lease liabilities please see note 18.
Other changes include non-cash movements, including accrued interest expense which is presented as operating cash flows in the statement of cash flows when paid.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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QuantuMDx Group Limited's issued, and fully paid share capital is summarised in the table below:
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Ordinary Share Capital shares of £0.01 each
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During the year to 31 March 2024: 3,206 ordinary shares with an aggregate nominal value of £32 were issued for £3,206 net of transaction costs on issue of the shares, at an average price of £1 each.
During the year to 31 March 2023: 23,997 ordinary shares with an aggregate nominal value of £240 were issued for £8,462,955 net of transaction costs on issue of the shares, at an average price of £356.75 each.
On 31 March 2024, the issued and paid-up share capital of QuantuMDx consisted of 436,352 ordinary shares (each with a nominal value of £0.01).
There is a single class of ordinary share. There are no restrictions on the distribution of dividends and the repayment of capital.
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21.1. Employee share option plan of the Company
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Details of the employee share option of the Company
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All Employee share option plan
All employees are entitled to a grant of options which will vest upon a Company exit or after a period of ten years from the date of the option being granted. The options are granted with a fixed exercise price. Employees are not entitles to dividends until the shares are exercised. Employees are required to remain in employment with the Company until exercise, otherwise the awards lapse.
There are no cash settlement alternatives.
Key Employee share option plan
In addition to the 'All Employee' plan, certain employees participate in the Key employee share option plan which provides additional remuneration for those employees who are key to operations of the Company. Shares are exercisable upon Company exit and expire ten years from the date of grant. Employees are not entitles to dividends until the shares are exercised. Vesting of the options is subject to continued employment with the company.
The Company is unable to directly measure the fair value of employees services received. Instead, the fair value of the share options granted during the year is calculated using the Black-Scholes option pricing
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
21.Share based payments (continued)
model. The model is internationally recognised as being appropriate to value employee share schemes similar to the All-employee and Key-Employee schemes.
During the year to 31st March 2024, the employee share scheme closed. All outstanding options either converted to equity or expired with nil value.
The assumptions in the below table were made in respect of the options granted in each year.
2024 2023
Share price (£) n/a 356.76
Exercise price (£) - Key employee schemes n/a 1.00 - 124.50
Expected volatility n/a 50%
Expected life n/a 1.75 years
Risk free rate n/a 1%
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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2024 - No share options were granted in the year, so there are no applicable assumptions. There are no plans to continue the share option scheme going forwards, following the completion of the scheme during the year.
2023 - The share price is the issue price of the ordinary shares issued during FY23. The volatility is derived by calculating the average volatility experienced by a number of companies in a similar sector and lifestyle. The expected life is an estimate of the time until the date the Group will transact a Corporate event.
The tables below summarise the share option activity Weighted Average Exercise Price (WAEP) for both the All employee scheme and the Key employee scheme:
2024 WAEP
Number Price (£)
---------------------------------------------
Outstanding at the beginning of the year 9,071 54.73
Exercised during the year (3,547) 1.00
Expired during the year (5,524) 89.23
----------------------------------------------
Outstanding at the end of the year - -
----------------------------------------------
2023 WAEP
Number Price (£)
---------------------------------------------
Outstanding at the beginning of the year 9,011 21.84
Granted during the year to employees 2,426 44.98
Exercised during the year (2,366) 1.00
Outstanding at the year e 9,071 33.46
----------------------------------------------
Exercisable at the year end - -
----------------------------------------------
The exercise price of options outstanding at 31 March 2024 ranged between £1.00 and £264.00 (2023: £1.00 and £264.00) and their weighted average contractual life was 6.7 years (2023: 7.1 years).
Total credit to the income statement was as follows:
2024 2023
£'000 £'000
----------------------------------------------
Share based credit (368) (492)
----------------------------------------------
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Related party transactions
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Included within note 19, the Company issued convertible loans with Hunan Sanway Quinten Biotech Co. LTD.
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QUANTUMDX GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Events after the reporting date
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There has been no significant events after the reporting date to note.
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