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Company registration number: 09272873







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


TOUCHLIGHT HOLDINGS LIMITED






































                       

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Directors
J Dwyer 
T Harding 
D Lewis 
J Ohlson 
B Theobald 
L Zambeletti 
I Eschweiler 




Company secretary
A Howes



Registered number
09272873



Registered office
Morelands & Riverdale Buildings
Lower Sunbury Road

Hampton

TW12 2ER




Independent auditors
Deloitte LLP

Cambridge





 


TOUCHLIGHT HOLDINGS LIMITED
 



CONTENTS



Page
Chairman's statement
1
Business highlights
2
Group strategic report
3 - 5
Directors' report
6 - 7
Independent auditors' report
8 - 11
Consolidated statement of comprehensive income
12
Consolidated statement of financial position
13 - 14
Company statement of financial position
15 - 16
Consolidated statement of changes in equity
17 - 18
Company statement of changes in equity
19
Consolidated statement of cash flows
20 - 21
Consolidated analysis of net debt
22
Notes to the financial statements
23 - 54


 


TOUCHLIGHT HOLDINGS LIMITED
 


 
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The chairman presents his statement for the year ended 31 December 2023.

2023 was a challenging year for the Biotech industry, with cash conservation and the reprioritisation of clinical assets being a common theme contributing to the loss for the year. Despite this the group has continued to expand its customer base, has active programmes with the largest pharmaceutical companies and completed a number of material milestones. 

I am pleased that the group completed two major infrastructure developments which began in 2021. Firstly, the research and manufacturing facility build and expansion at its headquarters in Hampton was concluded. The new facility enables maximum production capacity for DNA greater than the current estimated annual global demand for DNA, positioning Touchlight to support the increased demands that will arise from the next generation of modern therapeutics but with a footprint which is a fraction of the space required by conventional bioreactor-based plasmid DNA manufacture. Secondly the SAP S4/HANA Enterprise Resource Planning (ERP) system implementation and digital transformation was completed and forms the basis of a scalable manufacturing operation. The business has focused considerable resource and effort on these two critical tasks and completion of these projects underpins our growth strategy. The new facility, along with the ERP system and our industry leading expertise, positions the business to support our clients as they progress through their clinical programmes. 

As well as the focus on building the infrastructure it has also been a year of commercial and technical achievements which continue to strengthen the foundation of the business. Early in the year the group reached a new industry milestone for enzymatic DNA following the FDA acceptance of the Drug Master File (DMF) for Good Manufacturing Practice (GMP) grade dbDNA. This achievement marks the first time a DMF has been accepted for an enzymatically produced DNA platform. Customers now have the option to gain access to the dbDNA proprietary manufacturing process information through the DMF for their IND submissions in the U.S. saving time and effort and is an important milestone in our strategy of regulatory engagement to enable broad utilisation of dbDNA across the genetic medicine industry. Shortly afterwards, one of our clients achieved the first FDA clearance of an Investigational New Drug (IND) application in the U.S. utilising dbDNA, representing a significant further step towards clinical adoption of dbDNA.

We were delighted to secure a grant from the Department for Science, Innovation and Technology, to support the acceleration of the group’s acquisition of scale up equipment, which in turn supported the group’s facility expansion. The grant will also help drive Touchlight’s ability to provide materials as part of client API (Active Pharmaceutical Ingredient) programmes. The grant funded collaboration with the Bill & Melinda Gates Foundation to advance our proprietary DNA vaccine platform, announced in late 2022, progressed well in 2023 and we are excited to see the potential of our platform compared to mRNA vaccines.

Post the December 2023 period end Touchlight, alongside continuing commercial progress, achieved several milestones. Three in particular are significant.
Firstly, we signed a licence with GSK for the use of dbDNA in the production of mRNA. The agreement includes an upfront payment, potential development and commercial milestone payments and royalties upon commercialisation. 
Secondly, we received GMP certification, and became the first synthetic DNA manufacturer globally to gain regulatory approval to produce Active Pharmaceutical Ingredients (API). 
Thirdly, we disposed of our Touchlight Aquaculture subsidiary to Ceva Animal Health, the 5th largest global animal health company. The acquiror has been granted rights to develop and manufacture future products using Touchlight’s dbDNA technology across the animal health field.
These achievements position the company well to support our growing customer base.
 
We have built one of the largest DNA manufacturing facilities in the world and are pioneering the field of synthetic DNA that affords benefits of speed, purity and control. We continue to look forward with confidence to delivering into the global DNA market. 


J Ohlson
Chairman

Date:20 March 2025

Page 1

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
BUSINESS HIGHLIGHTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Significant progress and key milestones achieved as demonstrated by (i) completion of multi million pound facility to enable DNA production at scale (ii) FDA acceptance of Drug Master File for Touchlight’s dbDNA, recognising dbDNA as the first enzymatic DNA platform with a DMF; and (iii) ERP SAP platform becoming operational in 2023. 

Post period end (i) facility in Hampton UK receives GMP certification, as a result Touchlight becomes the first synthetic DNA manufacturer globally to gain regulatory approval to produce Active Pharmaceutical Ingredient (API), (ii) disposal of Touchlight Aquaculture subsidiary to Ceva Animal Health. Acquiror granted rights to develop and manufacture future products using Touchlight’s dbDNA technology across the animal health field; and (iii) signs patent license with GSK.

Business developments
 
US Food and Drug Administration (FDA) acceptance of Drug Master File for Touchlight’s dbDNA.
FDA clearance granted for an Investigational New Drug application in the USA utilising dbDNA. dbDNA will be used as an in vitro transcription template for mRNA production in the manufacturing of a cell therapy product in a trial by one of Touchlight’s clients. 
Grant awarded from the Department for Science, Innovation and Technology, delivered through the Life Sciences Innovative Manufacturing Fund.
Completion of the redevelopment and expansion of our manufacturing facility in London, UK, including an additional 11 GMP suites, to create one of the world’s largest DNA manufacturing sites to enable DNA production at scale. 
Launch of a new customer offering of a Discovery grade dbDNA that enables customers to receive quick and easy access to 0.5 to 1mg RUO grade dbDNA, which can be ready to use in as little as 4 weeks.
Collaborate with Curia to expand their mRNA manufacturing offerings with an additional differentiated source of DNA raw material. Touchlight will directly manufacture dbDNA on behalf of Curia’s customers.
Continued investment into building a scalable, digitised infrastructure with the SAP S/4HANA ERP system becoming operational in 2023.
dbDNA used as a critical starting material to support Versameb’s first-in-human clinical study to treat chronic stress urinary incontinence (SUI). This marks the third product to enter clinical development using the dbDNA platform, further demonstrating its regulatory adoption in both the US and Europe. 

Financial highlights
 
Revenue of £4.4 million (FY22 £15.6 million).
Cash at year end of £17.8 million (FY22: £38.5 million).
Reported loss £40.8 million (FY22: Restated loss £8.3 million).

Post-period events
 
Hampton UK facility receives GMP certification. Touchlight becomes the world’s first synthetic DNA manufacturer to receive regulatory approval to produce Active Pharmaceutical Ingredients (API). This milestone uniquely positions the company to support its expanding customer base in developing DNA vaccines and non-viral gene therapies.
Disposes of Touchlight Aquaculture subsidiary to Ceva Animal Health (Ceva), the 5th largest global animal health company. Acquiror granted rights to develop and manufacture future products using Touchlight’s dbDNA technology across the animal health field.
Signs patent license with GSK, granting non-exclusive rights to use Touchlight’s dbDNA technology for the development and production of mRNA-based products.
Agreement with University of Liverpool for the use of dbDNA in the development of a fully-personalised therapeutic neoantigen DNA vaccine for patients with non-small cell lung cancer.
Wins two grants from Innovate UK to support R&D, one for the use of dbDNA in AAV production and the other to further develop and characterise Touchlight’s new genome editing product, mbDNA.
Awarded further grant form the Office of Naval Research (ONR) and the Defence Science and Technology Laboratory (Dstl) following successful proof of concept studies, in order to develop DNA-enabled biobattery prototype with real-world applicability.
CPI, a leading technology innovation centre in the UK, has selected Touchlight to supply research and GMP-grade enzymatic DNA for the development and manufacture of RNA therapeutics and vaccines.

Page 2

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2023.

Market environment

The publication of the human genome in the early 2000s has driven an acceleration in medical advances, enabling a new era of therapies targeted at a range of diseases. As a result, transformative therapies (AAV, lentivirus, cell therapy) are being utilised in the management of previously untreatable conditions, including cancers and rare genetic diseases. More recently, the SARSCoV2 pandemic has accelerated the utilisation of nucleic acid therapies including messenger RNA (mRNA) and DNA.
Such advanced therapy relies upon DNA, making it the basis of genetic medicine. As a result, the market for DNA has shown rapid growth. It is estimated that the market for DNA globally supports ~3,000 preclinical, clinical and commercial products, and is presently approximately £600m p.a. The market is expected to continue to grow strongly to >£2.6bn in 2032. Whilst these trends are highly positive, supply chain challenges remain to fully globalise genetic medicine, including the manufacture of DNA.

Strategy

The Touchlight Holdings Limited group ("Touchlight") utilises its proprietary intellectual property to make synthetic DNA for use in the development and manufacture of products to support large scale adoption and deployment of genetic medicine. The group has a threefold strategy: to innovate through DNA, to generate a social benefit, and provide a return to shareholders. 
To achieve these objectives the group has:

A state of the art facility, incorporating clinical grade manufacturing suites focused on commercial dbDNA production; and 
Invented, patented and scaled an advanced DNA amplification platform.

Touchlight is well placed to address global DNA supply.

Financial review

Revenues of £4.4 million were generated in the year (FY2022: £15.6 million) including the receipt of £1.8 million of licensing and royalty income (FY2022: £12.5 million). The prior year includes a material upfront signing fee from a licensing transaction from which the business expects to benefit in the future. 
The group closed the year with a healthy cash balance of £17.8 million (FY2022: £38.5 million). As well as losses incurred in the year, there was significant CAPEX incurred in the year of £6.5m which includes spend on completing the facility expansion to enable manufacturing at scale as well as on the ERP software alongside working capital requirements. 

Net liabilities closed at £44.3 million (FY2022: net assets of £2.7 million). The group's result for the year rose from a £8 million restated loss in 2022 to a loss of £48.7 million in 2023. The net assets and loss for FY2022 have been restated following a prior period adjustment (see Note 27 to the Financial Statements). 

Further information about the group's performance for the year is included in the Chairman's Statement on page 2.

Operations overview

This year saw the completion of the build to expand the manufacturing capabilities of the group. The extensive facility expansion enables DNA production at scale and includes a further 11 GMP suites, taking the total to 15. Alongside investing in our physical manufacturing capabilities, the group has invested in an Enterprise Resource Planning (ERP) system to manage group wide operations and support its growth strategy, which became operational in 2023. 

Page 3

 


TOUCHLIGHT HOLDINGS LIMITED
 



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

Principal risks and uncertainties
 
This section lays out risks that are specific to the Touchlight business and those of a general nature, which either individually or collectively could affect the future operating and financial performance of Touchlight. Touchlight seeks to manage the risks to minimise the potential impact however several of these risks are outside the control of the business.

Product risk. To date the manufacturing business product offering is proving attractive to customers however continuing market acceptance of Touchlight's range of products will depend on potential customers finding the offerings more attractive than alternatives and Touchlight's continued ability to manufacture at scale. Touchlight seeks to mitigate this risk through constant contact with the customer base and continued research, development and innovation.
Partnership risk. Touchlight is engaged in partnerships and licensing arrangements. Such arrangements will invariably expose the business to counterparty risk. Touchlight seeks to mitigate this risk through ensuring adequate liquidity at the Group level.
Dependence on key personnel. Touchlight is dependent on its scientific and management team. The loss (whether temporary or permanent) of these people could materially impact research and development activities. Touchlight seeks to mitigate this risk through competitive remuneration and succession planning.
Competition. The sector is characterised by ongoing and continuous technological innovation which in time may impact on Touchlight. Touchlight seeks to mitigate his through constant monitoring of the competitive space.
Economic environment and market conditions. The operating costs of Touchlight may be affected by currency fluctuations, inflation, legislative and other future political decisions. Touchlight seeks to mitigate this through close monitoring of the cost base and the economic environment.
Group intellectual property. Touchlight is dependent on its intellectual property. Copying of this by competitors or challenges to it would materially impact the business.  Touchlight seeks to mitigate this risk through extensive patent protection and legal defence as and when required.

The above list of risks is not exhaustive and other unforeseen risks may in the future impact on the performance of Touchlight's business.

Page 4

 


TOUCHLIGHT HOLDINGS LIMITED
 



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

Going concern
 
In preparing the financial statements the directors are required to assess the group and company's ability to continue to trade as a going concern for the foreseeable future. 

The closing net liability position in December 2023 was £44.3 million (FY2022: £2.7 million). The closing cash balance was £17.8 million in December 2023 (FY2022: £38.5 million).

The business environment remains uncertain due to ongoing events in Ukraine and the impact of inflation and increasing interest rates on global financial markets. 

The directors have performed an assessment of going concern. Assessments have been undertaken around customer and supply continuity as well as forecast cash flow. 

Any future impact is most likely to come from customers and their purchasing requirements. Interruptions to customer operations could potentially impact their ability to meet payment timescales leading to a reduction in the group's cash receipts. The directors have sought to reduce this potential impact by maintaining communication channels with customers in order to anticipate any risks. 

The duration and severity of the impact of the economic climate have been carefully monitored. If the period of impact of either was to extend further or the assessed impact on revenue and cash flows be more severe than anticipated, the group would look to adjust its operations as and when required. Through the modelling of potential scenarios via stress testing, the directors have considered how sensitive operations were in relation to a decline in cash flow. The results indicated that the group and company is well placed to continue to operate, with no requirement for additional funding or substantial headcount reductions for a period of at least 12 months from the date of approval of this report. 

The directors have reviewed the cash flow forecasts, based on their best assessment of future performance and the stress testing completed, and believe that the group will have sufficient financing to remain a going concern for the foreseeable future. As such, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Key performance indicators
 
The key performance indicator ("KPI") is the closing cash balance, which was £17.8 million at 31 December 2023 (FY2022: £38.5 million). 

As the business grows, it is anticipated that more KPIs including growth in sales and earnings before interest and tax will be added.


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



J Ohlson
Director

Date: 20 March 2025

Page 5

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Principal activity

The parent company, Touchlight Holdings Limited, is a holding company. The subsidiary companies are contract, development and manufacturing organisations, which produce synthetic DNA for advanced medicines and for therapeutic use and carry out associated activities, including research and development.

Directors

The directors who served during the year and up to the date of this report were:

J Dwyer 
T Harding 
D Lewis 
J Ohlson 
B Ragnarsson (resigned 9 May 2024)
B Theobald 
L Zambeletti 
B Bjorgolfsson (resigned 2 October 2024)
I Eschweiler
 
Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £48,678,953 (2022:  Restated loss £7,919,614).

The directors do not recommend payment of a dividend. 

Future developments

The directors are satisfied with the progress and expect further positive developments in the future, please see the group strategic report for an indication of the future business development.

Page 6

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

Qualifying third party indemnity provisions

The company held third party indemnity insurance cover for the directors and officers of the group and parent company during the current and prior year.

Matters covered in the Group strategic report

The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Group's Strategic Report the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal
risks and uncertainties.

Disclosure of information to auditors

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

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

Post balance sheet events

Details of significant events affecting the Group since the year end have been included in the Group Strategic Report on pages 2 to 5.

Auditors

Lewis Golden LLP resigned as auditors, with Deloitte LLP filling a casual vacancy. Deloitte LLPwere appointed in accordance with section 485 of the Companies Act 2006.

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





J Ohlson
Director

Date: 20 March 2025

Morelands & Riverdale Buildings
Lower Sunbury Road
Hampton
TW12 2ER

Page 7

 


TOUCHLIGHT HOLDINGS LIMITED
 

 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUCHLIGHT HOLDINGS LIMITED

Opinion


In our opinion the financial statements of Touchlight Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group'):
 give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2023 and of the group’s loss for the year then ended; 
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:
the consolidated statement of comprehensive income;
the consolidated and parent company statements of financial position;
the consolidated and parent company statements of changes in equity;
the consolidated statement of cash flows;
the consolidated analysis of net debt; and
the related notes 1 to 34.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. 

We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


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


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


Page 8

 


TOUCHLIGHT HOLDINGS LIMITED


  
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUCHLIGHT HOLDINGS LIMITED (CONTINUED)

Other information


The other information comprises the information included in the annual report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the annual reportOur 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.

 

 

Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

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

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.

Extent to which 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. 

We considered the nature of the group’s industry and its control environment, and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group’s business sector.

We obtained an understanding of the legal and regulatory framework that the group operates in, and identified the key laws and regulations that: 
had a direct effect on the determination of material amounts and disclosures in the financial statements. This included the UK Companies Act, and tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s
Page 9

 


TOUCHLIGHT HOLDINGS LIMITED


  
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUCHLIGHT HOLDINGS LIMITED (CONTINUED)

ability to operate or to avoid a material penalty. These included GMP regulations and data protection legislation.

We discussed among the audit engagement team including relevant internal specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our procedures performed to address it are described below:

Valuation of Intangible asset

Owing to the loss-making nature of the group, we identified a significant risk around the carrying value of capitalised licences. 

Procedures performed:
Reviewed management’s model supporting the carrying value of the asset.
Challenged the underlying assumptions therein, obtaining support for the key inputs.
Compared to other forecasts prepared by management.

Accounting for preference shares

A material error in historical accounting for preference shares issued by the company in previous years was identified (see note 27). 

Procedures performed:
We reviewed management’s revaluation with the support of in-house financial instrument accounting and valuation specialists.
We challenged management and their advisers on the accounting treatment and the valuation of the amount treated as liability. 
We reviewed the disclosures in the financial statements.

Management override

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; 
enquiring of management and external legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and 
reading minutes of meetings of those charged with governance. 

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the 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.

In the light of the knowledge and understanding of the group and of the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception
Page 10

 


TOUCHLIGHT HOLDINGS LIMITED


  
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUCHLIGHT HOLDINGS LIMITED (CONTINUED)


Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

We have nothing to report in respect of these matters.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Julian Rae (Senior Statutory Auditor)
for and on behalf of
Deloitte LLP
Cambridge 
Statutory Auditor

20 March 2025
Page 11

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

As restated (see note 27)
2023
2022
Note
£
£

  

Turnover
 4 
4,353,340
15,585,131

Cost of sales
  
(1,841,892)
(3,751,753)

Gross profit
  
2,511,448
11,833,378

Administrative and laboratory expenses
  
(26,135,080)
(16,848,092)

Exceptional item: profit on disposal of investment
 14 
-
488,339

Research and development costs
  
(5,613,192)
(5,264,562)

Other operating income
 5 
1,287,910
389,566

Other operating charges
  
(143,890)
(176,903)

Operating loss
 7 
(28,092,804)
(9,578,274)

Share of profit of joint venture
  
-
(227,183)

Total operating loss
  
(28,092,804)
(9,805,457)

Interest receivable and similar income
 11 
825,991
107,486

Interest payable and similar expenses
 12 
(1,437,249)
(557,674)

Fair value loss on financial instruments
  
(21,336,410)
(394,303)

Loss before taxation
  
(50,040,472)
(10,649,948)

Tax on loss
 13 
1,336,106
2,655,706

Loss for the financial year
  
(48,704,366)
(7,994,242)

  

Total comprehensive income for the year
  
(48,704,366)
(7,994,242)

(Loss) for the year attributable to:
  

Non-controlling interests
  
(25,413)
(74,628)

Owners of the parent Company
  
(48,678,953)
(7,919,614)

  
(48,704,366)
(7,994,242)

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
(25,413)
(74,628)

Owners of the parent Company
  
(48,678,953)
(7,919,614)

  
(48,704,366)
(7,994,242)

The notes on pages 23 to 54 form part of these financial statements.

Page 12

 


TOUCHLIGHT HOLDINGS LIMITED
REGISTERED NUMBER:09272873



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated (see note 27)
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
32,109,380
32,578,089

Tangible assets
 16 
22,508,226
17,252,286

  
54,617,606
49,830,375

Current assets
  

Stocks
 18 
3,010,930
2,686,915

Debtors: amounts falling due within one year
 19 
7,591,475
10,584,821

Cash at bank and in hand
 20 
17,809,414
38,477,474

  
28,411,819
51,749,210

Creditors: amounts falling due within one year
 21 
(13,689,129)
(6,628,689)

Net current assets
  
 
 
14,722,690
 
 
45,120,521

Total assets less current liabilities
  
69,340,296
94,950,896

Creditors: amounts falling due after more than one year
 22 
(113,610,118)
(92,273,708)

Net (liabilities)/assets
  
(44,269,822)
2,677,188

Page 13

 


TOUCHLIGHT HOLDINGS LIMITED
REGISTERED NUMBER:09272873


    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

As restated (see note 27)
2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 24 
12,023
12,023

Share premium account
 25 
77,555,357
77,555,357

Other reserves
 25 
3,228,986
1,471,630

Merger reserve
 25 
6,930,907
6,930,907

Profit and loss account
 25 
(131,876,773)
(83,197,820)

Equity attributable to owners of the parent Company
  
(44,149,500)
2,772,097

Non-controlling interests
  
(120,322)
(94,909)

  
(44,269,822)
2,677,188


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




J Ohlson
Director

Date: 20 March 2025

The notes on pages 23 to 54 form part of these financial statements.

Page 14

 


TOUCHLIGHT HOLDINGS LIMITED
REGISTERED NUMBER:09272873



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated (See note 27)
2023
2022
Note
£
£

Fixed assets
  

Investments
 17 
340,146
340,146

  
340,146
340,146

Current assets
  

Debtors: amounts falling due within one year
 19 
69,446,659
65,644,482

Cash at bank and in hand
 20 
14,179,652
33,407,527

  
83,626,311
99,052,009

Creditors: amounts falling due within one year
 21 
(2,822,463)
(1,048,178)

Net current assets
  
 
 
80,803,848
 
 
98,003,831

Total assets less current liabilities
  
81,143,994
98,343,977

  

Creditors: amounts falling due after more than one year
 22 
(113,610,118)
(92,273,708)

  

Net (liabilities)/assets
  
(32,466,124)
6,070,269

Page 15

 


TOUCHLIGHT HOLDINGS LIMITED
REGISTERED NUMBER:09272873


    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

As restated (See note 27)
2023
2022
Note
£
£


Capital and reserves
  

Called up share capital 
 24 
12,023
12,023

Share premium account
 25 
77,555,357
77,555,357

Other reserves
 25 
3,228,986
1,471,630

Profit and loss account brought forward
  
(72,968,741)
(67,670,873)

Loss for the year
  
(40,293,749)
(5,297,868)

Profit and loss account carried forward
  
(113,262,490)
(72,968,741)

  
(32,466,124)
6,070,269


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

 


J Ohlson
Director

Date: 20 March 2025

The notes on pages 23 to 54 form part of these financial statements.

Page 16

 
TOUCHLIGHT HOLDINGS LIMITED

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


Called up share capital
Share premium account
Other reserves
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£


At 1 January 2023 (as previously stated)
12,023
77,555,357
196,379
6,930,907
(81,037,891)
3,656,775
(81,446)
3,575,329


Prior year adjustment - correction of error
-
-
1,275,251
-
(2,159,929)
(884,678)
(13,463)
(898,141)


At 1 January 2023 (as restated)
12,023
77,555,357
1,471,630
6,930,907
(83,197,820)
2,772,097
(94,909)
2,677,188



Comprehensive income for the year


Loss for the year
-
-
-
-
(48,678,953)
(48,678,953)
(25,413)
(48,704,366)

Total comprehensive income for the year
-
-
-
-
(48,678,953)
(48,678,953)
(25,413)
(48,704,366)



Contributions by and distributions to owners


Other movement type 1
-
-
1,757,356
-
-
1,757,356
-
1,757,356



At 31 December 2023
12,023
77,555,357
3,228,986
6,930,907
(131,876,773)
(44,149,500)
(120,322)
(44,269,822)



The notes on pages 23 to 54 form part of these financial statements.

Other reserves comprise the share option reserve. 

Page 17


 
TOUCHLIGHT HOLDINGS LIMITED

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



Called up share capital
Share premium account
Other reserves
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£


At 1 January 2022 (as previously stated)
11,773
123,144,599
11,857
6,930,907
(71,138,646)
58,960,490
(20,281)
58,940,209


Prior year adjustment - correction of error
-
(45,834,492)
249,081
-
(3,860,648)
(49,446,059)
-
(49,446,059)


At 1 January 2022 (as restated)
11,773
77,310,107
260,938
6,930,907
(74,999,294)
9,514,431
(20,281)
9,494,150



Comprehensive income for the year


Loss for the year
-
-
-
-
(7,919,614)
(7,919,614)
(74,628)
(7,994,242)

Total comprehensive income for the year
-
-
-
-
(7,919,614)
(7,919,614)
(74,628)
(7,994,242)



Contributions by and distributions to owners


Shares issued during the year
250
245,250
-
-
-
245,500
-
245,500


Transfer to/from profit and loss account
-
-
278,912
-
(278,912)
-
-
-


Other movement type 1
-
-
1,026,170
-
-
1,026,170
-
1,026,170


Other movement type 2
-
-
(94,390)
-
-
(94,390)
-
(94,390)



At 31 December 2022
12,023
77,555,357
1,471,630
6,930,907
(83,197,820)
2,772,097
(94,909)
2,677,188



The notes on pages 23 to 54 form part of these financial statements.

Other reserves comprise the share option reserve and the foreign exchange reserve. The foreign exchange reserve amounted to £Nil at 31 December 2023 (2022: £Nil). The foreign exchange reserve related to the group's investment in a joint venture, which was disposed of during the year ended 31 December 2022. Accordingly, the foreign exchange reserve was transferred to the Profit and Loss Account.

Page 18
 


TOUCHLIGHT HOLDINGS LIMITED
 



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


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

£
£
£
£
£


At 1 January 2022 (as previously stated)
11,773
123,144,599
290,769
(57,053,827)
66,393,314

Prior year adjustment - correction of error  (note 27)
-
(45,834,492)
249,081
(10,617,046)
(56,202,457)


At 1 January 2022 (as restated)
11,773
77,310,107
539,850
(67,670,873)
10,190,857


Comprehensive income for the year

Loss for the year (as restated)
-
-
-
(5,297,868)
(5,297,868)
Total comprehensive income for the year
-
-
-
(5,297,868)
(5,297,868)


Contributions by and distributions to owners

Shares issued during the year
250
245,250
-
-
245,500

Share options lapsed during the year
-
-
(94,390)
-
(94,390)

Share based payment expense (prior year adjustment)
-
-
1,026,170
-
1,026,170



At 1 January 2023 (as previously stated)
12,023
77,555,357
1,471,630
(60,825,221)
18,213,789

Prior year adjustment (see note 27)
-
-
-
(12,143,520)
(12,143,520)


At 1 January 2023 (as restated)
12,023
77,555,357
1,471,630
(72,968,741)
6,070,269


Comprehensive income for the year

Loss for the year
-
-
-
(40,293,749)
(40,293,749)
Total comprehensive income for the year
-
-
-
(40,293,749)
(40,293,749)


Contributions by and distributions to owners

Share based payment expense
-
-
1,757,356
-
1,757,356


At 31 December 2023
12,023
77,555,357
3,228,986
(113,262,490)
(32,466,124)


The notes on pages 23 to 54 form part of these financial statements.

Page 19

 


TOUCHLIGHT HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
As restated
2023
2022
Note
£
£

Cash flows from operating activities
  

Loss for the financial year
  
(48,704,366)
(7,994,242)

Adjustments for:
  

Amortisation of intangible assets
 15 
2,353,551
2,585,110

Depreciation of tangible assets
 16 
1,184,141
367,281

Impairments of fixed assets
  
-
(631,801)

Loss on disposal of tangible assets
  
-
247

Interest payable
 12 
1,437,249
883,516

Interest received
 11 
(825,991)
(107,486)

Taxation charge
  
(1,336,106)
(2,655,706)

(Increase) in stocks
  
(324,016)
(17,713)

(Increase) in debtors
  
(818,690)
(1,214,805)

Increase in creditors
  
5,409,191
1,882,118

Share of operating profit in joint ventures
  
-
227,183

Corporation tax received
  
5,197,196
603,560

Profit on disposal of investments
  
-
(488,339)

Share based payment expense and value lapsed during the year
  
1,757,356
931,780

Fair value loss on financial instrument
  
21,336,410
68,461

Net cash generated from operating activities

  

(13,334,075)
(5,560,836)

  

Cash flows from investing activities
  

Purchase of intangible fixed assets
 15 
(1,884,842)
(2,545,316)

Purchase of tangible fixed assets
 16 
(6,483,027)
(11,116,302)

Sale of tangible fixed assets
 16 
42,947
-

Interest received
 11 
776,937
107,486

Net cash from investing activities

  

(7,547,985)
(13,554,132)
Page 20

 


TOUCHLIGHT HOLDINGS LIMITED
 



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


As restated


2023
2022

Note
£
£



Cash flows from financing activities
  

Issue of ordinary shares
  
-
245,500

New secured loans
 21 
150,000
-

New loans from associated companies
  
64,000
-

Net cash used in financing activities
  
214,000
245,500

Net (decrease) in cash and cash equivalents
  
(20,668,060)
(18,869,468)

Cash and cash equivalents at beginning of year
  
38,477,474
57,346,942

Cash and cash equivalents at the end of year
  
17,809,414
38,477,474


Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand (see note 20)
  
17,809,414
38,477,474

  
17,809,414
38,477,474

The notes on pages 23 to 54 form part of these financial statements.

Page 21

 


TOUCHLIGHT HOLDINGS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023







At 1 January 2023 (As restated)
Cash flows
Other non-cash changes
At 31 December 2023

£

£

£

£

Cash at bank and in hand

  
38,477,474

(20,668,060)

-

17,809,414

Debt due after 1 year

 22 
(21,867,659)

-

(6,192,705)

(28,060,364)

Debt due within 1 year

 21 
(150,347)

347

-

(150,000)


  
 
16,459,468
(20,667,713)
(6,192,705)
(10,400,950)

The notes on pages 23 to 54 form part of these financial statements.

Included with in debt due within one year are £150,000 of convertible loan notes issues by a subsidiary company.
Included within debt due after one year are £28,060,364 (Restated 2022: £21,867,659) of loan notes issued by the Company. 

Page 22

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

1.


General information

Touchlight Holdings Limited is a private company, limited by shares and incorporated in England and Wales. The address of the registered office is Morelands & Riverdale Buildings, Lower Sunbury Road, Hampton, England, TW12 2ER.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

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

The following principal accounting policies have been applied:

  
2.2

Parent company disclosure exemptions

The parent company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006, and has not presented its own Profit and Loss Account in these financial statements.
In additional, the parent company has taken advantage of the disclosure exemptions available in FRS 102 from presenting a Statement of Cash flows for the parent company. 

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. Therefore, the group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Page 23

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

2.Accounting policies (continued)

 
2.4

Going concern

In preparing the financial statements the directors are required to assess the group and company's ability to continue to trade as a going concern for the foreseeable future. 
The closing net liabilities position in December 2023 was £44.3 million (Restated FY2022: net asset position of £2.7 million). The closing cash balance was £17.8 million in December 2023 (FY2022: £38.5 million). 
The business environment remains uncertain due to the impact of inflation and increasing interest rates on global financial markets. 
The directors have performed an assessment of going concern. Assessments have been undertaken around customer and supply continuity as well as forecast cash flow. 
Any future impact is most likely to come from customers and their purchasing requirements. Interruptions to customer operations could potentially impact their ability to meet payment timescales leading to a reduction in the group's cash receipts. The directors have sought to reduce this potential impact by maintaining communication channels with customers in order to anticipate any risks. 
The duration and severity of the impact of the economic climate has been carefully monitored.  If the period of impact was to extend further or the assessed impact on revenue and cash flows be more severe than anticipated, the group would look to adjust its operations as and when required. Through the modelling of potential scenarios via stress testing, the directors have considered how sensitive operations were in relation to a decline in cash flow. The results indicated that the group and company is well placed to continue to operate, with no requirement for additional funding or substantial headcount reductions for a period of at least 12 months from the date of approval of these financial statements.
The directors have reviewed the cash flow forecasts, based on their best assessment of future performance and the stress testing completed, and believe that the group will have sufficient financing to remain a going concern for the foreseeable future. As such, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP and the accounts are rounded to the nearest £.

Transactions and balances

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

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

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

Page 24

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

2.Accounting policies (continued)

 
2.6

Turnover

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

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

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

  
Licencing certain intellectual property rights

Turnover from licensing intellectual property rights is recognised in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably; 
it is probable that the company will receive the consideration due under the contract; 
the stage of completion of the contract at the end of the reporting period can be measured reliably; and 
the costs incurred and the costs to complete the contract can be measured reliably.

  
Royalties

Turnover from royalties is recognised in the period in which it is due.

 
2.7

Operating leases

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

 
2.8

Research and development

Research and development expenditure is written off as incurred and recognised in the Statement of Comprehensive Income.
Development costs have been capitalised in accordance with FRS 102 Section 18 Intangible Assets other than Goodwill and are therefore not treated, for dividend purposes, as a realised loss.

Page 25

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

2.Accounting policies (continued)

  
2.9

Research and development tax credits

Tax credits relating to research and development are recognised in the Statement of Comprehensive Income on a receivable basis.

  
2.10

Patent maintenance costs

Patent maintenance costs are recognised in the Statement of Comprehensive Income as they are incurred.

 
2.11

Grants

Grants are accounted for under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure. 
The deferred element of grants is included in creditors as deferred income.

 
2.12

Interest income

Interest income is recognised in the Statement of Comprehensive Income on a receivable basis.

 
2.13

Exceptional items

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

 
2.14

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

  
2.15

Allocation of staff costs

Staff costs relating to time spent on specific projects are allocated to cost of sales and research and development costs, as appropriate. All other staff costs, including sickness, holidays and time spent training are allocated to administrative expenses.

 
2.16

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 26

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

2.Accounting policies (continued)

 
2.17

Share-based payments

The parent company operates an Enterprise Management Investment Scheme and a Company Share Option Plan (CSOP), in which employees of the group hold options to subscribe for ordinary shares as granted by the parent company. The parent company also has other option schemes in which share options to subscribe for ordinary shares are awarded to selected employees, consultants and associates of the parent company and other companies in the group. The equity settled options granted vest based on a time and hurdle basis. The contractual life of materially all outstanding share options is until the day before the tenth anniversary of the original grant date. 
Where share options are awarded to employees, the fair value of the options are charged to the Consolidated Statement of Comprehensive Income over the vesting period. Where share options previously awarded to employees lapse, the fair value of these options at the date of grant are credited to the Consolidated Statement of Comprehensive Income. 
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where equity instruments are granted to persons other than employees, the Consolidated Statement of Comprehensive Income is charged with the fair value of goods and services received, allocated based on the group's use of the services.

 
2.18

National Insurance on share options

To the extent that the share price at the reporting date is greater than the exercise price on certain options granted under unapproved schemes, provision for any National Insurance contributions has been made based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award.

 
2.19

Taxation

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

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

Page 27

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

2.Accounting policies (continued)

 
2.20

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight- line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation is shown in the profit and loss.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Patents
-
20 years
Licences
-
15 years
Computer software
-
5 -10 years

Assets in the course of construction are not amortised until they are brought into use. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined, which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.21

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Leasehold property
-
10 - 25 years
Plant and machinery
-
5 years
Office equipment
-
5 years

Assets in the course of construction are not depreciated until they are brought into use. 
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

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

Page 28

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

2.Accounting policies (continued)

  
2.22

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Non- financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

  
2.23

Associates and joint ventures

An entity is treated as a joint venture where the group is a party to a contractual agreement with one or more parties from outside the group to undertake an economic activity that is subject to joint control. 
An entity is treated as an associated undertaking where the group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. 
In the consolidated financial statements, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investor's share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the group's share of the identifiable net assets, including any unamortised premium paid on acquisition. 
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.24

Stocks

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

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

 
2.25

Debtors

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

 
2.26

Cash and cash equivalents

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

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

Page 29

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

2.Accounting policies (continued)

 
2.27

Creditors

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

  
2.28

Provisions for liabilities

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

 
2.29

Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into, rather than the financial instrument’s legal form. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. 
(i) Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Debt instruments which meet the following conditions of being ‘basic’ financial instruments as defined in paragraph 11.9 of FRS 102 are subsequently measured at amortised cost using the effective interest method. 
Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
With the exception of some hedging instruments, other debt instruments not meeting conditions of being ‘basic’ financial instruments are measured at fair value through profit or loss.
Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment. 
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. 
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled
Page 30

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

2.Accounting policies (continued)


2.29
Financial instruments (continued)

or expires.
(ii) Investments
Investments in non-derivative instruments that are equity of the issuer (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through profit or loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment. 
In the Company balance sheet, investments in subsidiaries and associates are measured at cost less impairment. 
(iii) Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of transaction costs.

  
2.30

Financial risk management

Financial risks are risks arising from financial instruments to which the Group is exposed during or at the end of the reporting period. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. The main risks arising from the Group's financial instruments are interest rate risk and fair value risk. The directors review and agree policies for managing such risks on an ongoing basis as summarised below.

(i)Interest rate risk. The group holds loan notes at variable interest rates. If the interest rate were to move this would lead to either an increase or decrease in the interest payable. The group maintains a natural hedge through interest received on its cash reserves. Interest rate risk is monitored on an ongoing basis and should cash reserves be projected to fall or rates move adversely the group will consider hedging strategies.

(ii)Fair value risk. The group holds preference shares which are recorded at fair value through profit and loss. The preference shares have a liability component. The liability component contains a conversion option which provides a variable return to the holder in the event of a non qualifying IPO. However, the probability of a non-qualifying IPO is considered minimal. Consequently, such risk is considered remote.

Page 31

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other facts, including expectations of future events that are believed to be reasonable under the circumstances. 
The company and group make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. 
(i) Valuation of the share options 
As the shares in the parent company are not publicly traded, the directors estimate the fair value of the share options on the date on which they are granted. In estimating the fair value of the share options, the directors have regard to the share price of the most recent issue of shares prior to issuing the shares, the results of recent fundraising, projected business performance, the net assets of the group and the prevailing economic and market conditions at the date the option is granted.  
(ii) Deferred tax 
Deferred tax assets are only recognised as far as it is probable that the group will have future taxable profits against which the asset can be offset. For deferred tax assets on tax losses carried forward, the group considers future revenue forecasts and the time frame within which the group expects to generate profits to utilise the losses. Deferred tax assets are reviewed at each year end and derecognised if it is no longer probable that there will be taxable profits against which the assets can be utilised. 
(iii) Impairment of licences 
Licences (with a carrying value of £27,772,005 (2022: £29,894,706)) are reviewed by the directors for impairment at each balance sheet date. If events or changes in circumstances indicate that the carrying amounts of the licences should be impaired, an impairment loss is recognised in the Statement of Comprehensive Income. The impairment review requires the use of estimates such as future cash flows from the licences and the discount rates applicable to those cash flows. 
(iv) Accounting for Preference shares and Preference dividends 
To calculate the liability for the preference shares and dividends, the directors estimate the discount factor to be applied and the expected payment date for the dividends, based on the plans for the group and commercial borrowing rates. At the year end the fair value of the preference debt is £85,549,754 (2022: £70,406,049).

The Company/Group is not contractually required to pay the holders of the Preference Shares any amount unless certain events occur including an Exit or an IPO, which are within the control of the Directors. If one of these events were to occur, the Company/Group would be contractually required to repay the principal of the preference shares of £90,000,000 plus a non-compounding 8% dividend.

(v) Valuation of loan notes
Loan notes are initially measured at fair value through the profit and loss. The directors use the income approach to estimate the present value of future interest payments using a discount rate based on commercial borrowing rates and adjusted for risk. At the year end the fair value of the loan notes is £28,060,364 (2022 - £21,867,659).

The difference between the financial liability's carrying amount and the amount the entity would be contractually required to pay at maturity to the holder of the obligation is £12,316,353 (2022: £14,821,712).


Page 32

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

4.


Turnover

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


2023
2022
£
£

Licence fees and royalties
1,834,027
12,454,372

Sale of goods
1,994,701
3,026,556

Rendering of services
524,612
104,203

4,353,340
15,585,131


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
225,847
270,673

Rest of Europe
1,794,874
1,269,249

Rest of the world
2,332,619
14,045,209

4,353,340
15,585,131



5.


Other operating income

2023
2022
£
£

Government grants receivable
1,177,355
366,701

Other grants receivable
110,555
22,865

1,287,910
389,566


All of the grant income is in respect of specific projects carried out by the group.


6.


Other operating charges

2023
2022
£
£
Sales and marketing

143,890

176,903
 
143,890

176,903
 

Page 33

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

7.


Operating loss

The operating loss is stated after charging:

As restated
2023
2022
£
£

Research & development charged as an expense
5,613,192
5,264,562

Share-based payment
1,757,356
931,780

Exchange differences
306,499
374,719

Fair value loss on financial instruments
21,336,410
394,303

Operating lease rentals
113,315
393,970

Loss on disposal of fixed assets
-
247

Profit on disposal of investment
-
(488,339)

Amortisation of intangible assets
2,353,551
2,585,110

Depreciation of tangible assets
1,184,141
367,281


8.


Auditors' remuneration

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


2023
As restated
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
302,000
37,765


The auditing of accounts of subsidiaries of the Company
86,495
103,075

All non-audit services not included above
-
77,289


A reclassification has been made in the prior year to correctly report the audit remuneration on behalf of the group.




Page 34

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

9.


Employees

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


Group
As restated
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
10,020,012
8,276,948
-
-

Social security costs
1,126,649
966,806
-
-

Cost of defined contribution scheme
440,533
376,199
-
-

11,587,194
9,619,953
-
-

A prior year adjustment has been recognised in respect of payroll costs for £15,543, see note 27.
The share based payment expense in the period, in connection with employees of the Group amounted to £1,757,356 (Restated 2022: £931,780). 
The average monthly number of employees, including the directors, during the year was as follow:


2023
2022
No.
No.



Administrative staff
30
23

Scientific staff
121
94

151
117



Page 35

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

10.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
374,000
400,491

Group contributions to defined contribution pension schemes
18,152
20,258

392,152
420,749


During the year retirement benefits were accruing to 2 directors (2022: 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £204,000 (2022: £218,450).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,860 (2022: £11,050).

All directors remuneration is paid through the Company.
The share based payment expense in the period, in connection with directors of the Group amounted to £844,848 (Restated 2022: £576,765). 


11.


Interest receivable

2023
2022
£
£


Bank interest receivable
825,991
107,486

825,991
107,486

The higher interest receivable in 2023 reflects the higher rates available on bank deposits.


12.


Interest payable and similar expenses

As restated
2023
2022
£
£


Loan interest payable to participating interests
12,000
18,115

Loan note interest
1,425,249
539,559

1,437,249
557,674

Page 36

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

13.


Taxation


As restated (see note 27)
2023
2022
£
£

Corporation tax


Current tax on losses for the year
(1,392,718)
(2,655,706)

Adjustments in respect of previous periods
56,612
-


Total current tax
(1,336,106)
(2,655,706)

Deferred tax

Total deferred tax
-
-


Tax on loss
(1,336,106)
(2,655,706)
Page 37

 


TOUCHLIGHT HOLDINGS LIMITED
 


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


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 -lower than) the standard rate of corporation tax in the UK of 23.5% (2022: 19%). The differences are explained below:

As restated (see note 27)
2023
2022
£
£


Loss on ordinary activities before tax
(50,040,072)
(10,649,948)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022: 19%)
(11,769,519)
(2,023,490)

Effects of:


Expenses not deductible for tax purposes
4,124,911
356,105

Capital allowances for year in excess of depreciation
27,138
(1,281,104)

Impairment and amortisation of intangible assets
-
1,425

Income not deductible for tax purposes
(26,585)
-

Adjustments to tax charge in respect of prior periods
56,612
6,395

Adjustments to tax charge in respect of prior periods - deferred tax
(763)
-

Short-term timing difference leading to an increase (decrease) in taxation
-
9,109

Movement in deferred tax not recognised
6,293,124
-

Additional research and development and patent box deductions
114,391
(2,044,481)

Profit on disposal of investment in Joint Venture
-
(92,784)

Deferred tax remeasurement of rate
(155,415)
-

Unrelieved tax losses carried forward
-
2,413,119

Total tax charge for the year
(1,336,106)
(2,655,706)

Restatements - see note 27
As a result of the prior year adjustments as disclosed within note 27, the loss of ordinary activities for the year ended 31 December 2022 before tax has reduced by £1,687,256, relating to adjustments to share based payment expense, wages expense, fair value losses on financial instruments and interest payable and receivable. This has resulted in a decrease to expenses not deductible for tax purposes by £326,973, and an increase in adjustments to tax charge in respect of prior periods by £6,395. 

Page 38

 


TOUCHLIGHT HOLDINGS LIMITED
 


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


Factors that may affect future tax charge

The Group has tax losses amounting to approximately £50,419,508 (2022: £23,917,000) available to carry forward against future profits. The headline rate of corporation tax increased to 25% from 1 April 2023. Therefore, the deferred tax asset relating to the losses carried forward has been calculated at the rate of 25% (2022: 25%). At 31 December 2023, the deferred tax asset amounted to approximately £8,591,162 (2022: £5,979,000) for the Group and £697,425 (2022: £375,000) for the Company. No deferred tax asset has been recognised in these financial statements due to uncertainty over the timing of recoverability of the asset.


14.


Exceptional items

2023
2022
£
£


Profit on disposal of investment
-
488,339

In January 2021, Touchlight Holdings Limited acquired a 50% investment in TAAV Biomanufacturing Solutions Ltd (formerly Touchlight AAV Limited). On 1 February 2022, the group disposed of the entire investment in TAAV Biomanufacturing Solutions Ltd. The impairment charge in the 2021 year reflects the writing down of the goodwill on acquisition of the investment to its net realisable value, the deemed proceeds from the disposal. As part of the disposal agreement, the balance due to the group from TAAV Biomanufacturing Solutions Ltd was waived. Accordingly, a provision against that balance was recognised in the financial statements for the year ended 31 December 2021. A profit on disposal of the investment of £488,339 has been recognised in the financial statements for the year ended 31 December 2022.

Page 39

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

15.


Intangible assets

Group and Company





Patents
Assets in the course of construction
Licenses
Computer software
Total

£
£
£
£
£



Cost


At 1 January 2023
150,000
2,473,711
31,840,515
114,672
34,578,898


Additions
-
1,772,621
-
112,221
1,884,842


Intra-group transfers
-
(4,246,332)
-
4,246,332
-



At 31 December 2023

150,000
-
31,840,515
4,473,225
36,463,740



Amortisation


At 1 January 2023
55,000
-
1,945,809
-
2,000,809


Charge for the year on owned assets
7,500
-
2,122,701
223,350
2,353,551



At 31 December 2023

62,500
-
4,068,510
223,350
4,354,360



Net book value



At 31 December 2023
87,500
-
27,772,005
4,249,875
32,109,380



At 31 December 2022
95,000
2,473,711
29,894,706
114,672
32,578,089



The Company had no intangible fixed assets for both the current and prior financial year. 

Page 40

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

16.


Tangible fixed assets

Group






Assets in the course of construction
Leasehold property
Plant and machinery
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
15,362,908
202,049
2,492,740
313,413
18,371,110


Additions
796,376
3,547,959
2,082,627
56,065
6,483,027


Disposals
-
-
(49,734)
(1,999)
(51,733)


Transfer to between classes
(15,362,906)
14,918,915
443,992
-
1



At 31 December 2023

796,378
18,668,923
4,969,625
367,479
24,802,405



Depreciation


At 1 January 2023
-
53,150
918,987
146,687
1,118,824


Charge for the year
-
382,692
743,571
57,878
1,184,141


Disposals
-
-
(8,786)
-
(8,786)



At 31 December 2023

-
435,842
1,653,772
204,565
2,294,179



Net book value



At 31 December 2023
796,378
18,233,081
3,315,853
162,914
22,508,226



At 31 December 2022
15,362,908
148,899
1,573,753
166,726
17,252,286

The Company had no tangible fixed assets for both the current and prior financial year.

Page 41

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

17.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023 (as previously stated)
340,146


Prior Year Adjustment (Share based payments expensed in subsidiary)

1,275,251


At 1 January 2023 (as restated)
1,615,397


Share based payments expensed in subsidiary
1,757,356



At 31 December 2023

3,372,753



Impairment


Prior Year Adjustment

1,275,251


At 1 January 2023 (as restated)
1,275,251


Charge for the period
1,757,356



At 31 December 2023

3,032,607

The prior year adjustment that recognises the increase in the investment of the of the share based payments has been impaired in theser financial statements of £1,757,356 for the year ended 31 December 2023 and prior year adjustments for the periods ended 2022: £1,026,170 and 2021: £249,081.
The net book value of the investment at 31 December 2023 is £340,146 (2022: £340,146).

Page 42

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Touchlight Genetics Limited
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
Management of central Group support operations and conducting grant funded
 research projects
Ordinary
100%
 
Touchlight IP Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
 
Leasing of intellectual property
and similar products

Ordinary

100%
 
Touchlight DNA Services Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
 
Research and experimental development on biotechnology
 
Ordinary

100%
 
Lightbio Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
 
Research and experimental development on biotechnology
 
Ordinary

100%
 
Touchlight Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
 
Dormant
 
Ordinary

100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Touchlight Aquaculture Limited
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
Developing vaccines for 
the aquaculture market
Ordinary
        60%
 
TGL- 200 Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
 
 Dormant
 
Ordinary

      100%
 
TGL- 210 Limited
 
Morelands and Riverdale Buildings, Lower Sunbury Road, Hampton, 
TW12 2ER
 
Dormant
 
Ordinary

      100%

All of the direct and indirect subsidiary undertakings are included in the consolidated financial statements.

Page 43

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

18.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
2,537,227
2,530,307

Work in progress
198,273
156,608

Finished goods and goods for resale
275,430
-

3,010,930
2,686,915


The difference between purchase price or production cost of stocks and their replacement cost is not material.


19.


Debtors

Group

Group
As restated (see note 27)
Company

          Company
 As restated (see note 27)
2023
2022
2023
2022
£
£
£
£


Trade debtors
688,441
517,020
-
-

Amounts owed by group undertakings
-
-
69,302,981
65,510,261

Other debtors
1,032,854
3,787,220
122,522
112,762

Prepayments and accrued income
4,171,079
720,390
21,156
21,459

Tax recoverable
1,699,101
5,560,191
-
-

7,591,475
10,584,821
69,446,659
65,644,482


In the opinion of the directors, the balances owed by group undertakings are interest free, have no fixed date of repayment and are repayable on demand. 


20.


Cash and cash equivalents

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

Cash
5,717,363
16,883,448
3,677,167
11,813,526

Cash equivalents
12,092,051
21,594,026
10,502,485
21,594,001

17,809,414
38,477,474
14,179,652
33,407,527


Page 44

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

21.


Creditors: Amounts falling due within one year

Group


              Group
As restated (see note 27)
Company

       
         Company
As restated (see note 27)
2023
2022
2023
2022
£
£
£
£

Other loans
150,000
-
-
-

Trade creditors
1,434,646
1,221,659
259,208
131,891

Amounts owed to participating interests
64,000
-
-
-

Other taxation and social security
522,341
668,584
137,200
137,200

Other creditors
2,095,341
1,044,781
2,094,994
669,746

Accruals and deferred income
9,422,801
3,693,665
331,061
109,341

13,689,129
6,628,689
2,822,463
1,048,178


In the opinion of the directors, the balances owed to group participating interests are interest free, have no fixed date of repayment and are repayable on demand. 
Included within other loans due in 1 year are £150,000 of convertible loan notes issued by a subsidiary company during prior years. The loan notes were due for repayment in December 2023 and so have been reclassified as being due within one year. These loan notes accrue interest at a rate of 8% and are unsecured.

Page 45

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

22.


Creditors: Amounts falling due after more than one year





Group
2023
               Group
       As restated
    (see note 27)
                 2022
                     
         Company
                 2023
          Company
      As restated
   (see note 27)
                 2022
£
£
£
£

Loan notes
28,060,364
21,867,659
28,060,364
21,867,659

Preference shares and related finance costs
85,549,754
70,406,049
85,549,754
70,406,049

113,610,118
92,273,708
113,610,118
92,273,708


Loan notes due after more than 5 years comprises loan notes which were issued by the company on 8 January 2021. An interest expense of £1,425,249 (2022: £540,924) has been recognised in the Consolidated Statement of Comprehensive Income in respect of these loan notes. Interest is charged at 0.5% above the Lloyds Bank Plc Commercial lending rate. These loan notes are unsecured. 
The loan notes are due for repayment on the tenth anniversary of the instrument, on 8 January 2031, and so have been classified as being due in more than 5 years. 
In respect of the preference shares, the directors reviewed the shareholders’ rights and determined that an increase to the preference shareholders liability should be recognised in the comparatives of these financial statements. The balance for 31 December 2022 was increased by £50,793,000. Please see note 27 for more information. 
The preference shares are converted into ordinary shares on a one-for-one basis, in the event of a qualifying IPO, and on a variable basis, in the event of a non-qualifying IPO. The instrument contains an equity component for the holder’s right to receive discretionary dividends on a pro-rata basis. The liability component contains a conversion option which provides a variable return to the holder, therefore, the liability component is classified as a non-basic financial instrument. 


23.


Loans


Analysis of the maturity of loans is given below:


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

Amounts falling due within one year

Bank loans
150,000
-
-
-

Total due within one year

150,000
-
-
-



Amounts falling due after more than 5 years

Debenture loans
28,060,364
21,867,659
28,060,364
21,867,659

Total due after more than 5 years
28,060,364
21,867,659
28,060,364
21,867,659

28,210,364
21,867,659
28,060,364
21,867,659


Page 46

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

24.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



926,881 (2022: 926,881) Ordinary shares of £0.01 each
9,269
9,269
186,375 (2022: 186,375) Preference shares of £0.01 each
1,864
1,864
89,000 (2022: 89,000) B Ordinary shares of £0.01 each
890
890

12,023

12,023

The ordinary, B ordinary and preference shareholders carry full voting rights. 
Preference shareholders are entitled to a fixed cash preferential dividend at the rate of 8% per annum on a non-compounding cumulative basis of the issued price per preference share. The preference share liability included in in creditors falling due after one year is £85,549,754 (2022 - £70,406,049) as shown in note 22.
After payment of the preference dividend, any available profits will be distributed among the equity shareholders (comprising ordinary, B ordinary and preference shareholders), pari passu as if the equity shares constituted one class of shares, and pro- rated to their respective holding of equity shares. 
On distribution of assets on liquidation or return of capital, preference shareholders will first receive the preference amount per share held. Ordinary share holders then receive a catchup amount, of the preference amount. Any surplus of assets will then be distributed among the equity shareholders pro- rated to their respective holding of equity shares. Notwithstanding any such return of capital above, the B ordinary shares shall have deducted from the initial amount of any such return attributable to the B ordinary shares an amount of £9.82 per B ordinary share. This is subject to the holders of the B ordinary shares receiving a minimum of 0.01% of such return per share held by them.


25.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

Other reserves

Other reserves reflects movements on the share options granted to subsidiaries and the foreign exchange reserve which relates to the group's investment in a joint venture, which was disposed of during the prior year. Accordingly, the foreign exchange reserve was transferred to the Profit and Loss Account.

Merger reserve

This reserve represents the difference between amounts paid on the cost of a business combination and the
acquirer’s interest in the Group's share of its identifiable assets and liabilities of the acquiree at the beginning of the
financial year in which the combination occurred.

Profit and loss account

This reserve records retained earnings and accumulated losses.

Page 47

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

26.


Share-based payments

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

Outstanding at the beginning of the year

62.66

131,329

60.06
 
143,529
 
Granted during the year

11.03

16,325

0.01
 
17,818
 
Exercised during the year


-

9.82
 
(25,000)
 
Expired or cancelled during the year

14.95

(14,229)

29.16
 
(5,018)
 
Outstanding at the end of the year
61.69

133,425

62.66
 
131,329
 

During the year, the total charge relating to share-based payments amounted to £1,757,356 (Restated 2022: £1,026,170) and the credit relating to expired or cancelled share options amounted to £Nil (2022: £94,390). 


Page 48

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

27.


Prior year adjustments

Consolidated adjustments:  
The comparative figures in the primary statements and notes have been restated to reflect the following prior period errors.
  
The directors of Touchlight Holdings Limited identified that a deferred tax asset was being recognised on carried forward losses amounting to £1,315,000. Due to the existence of historical losses, the recognition of this asset has been reversed in the year ended 31 December 2022 where there was insufficient probability over the recoverability of the amount. This has resulted in a reduction in debtors: amounts falling due within one year (note 19) by £1,315,000 and an increase in the historical deferred tax expense of the same balance, decreasing retained earnings by £1,315,000. Please see note 13 for more details.

During the current financial year, the directors identified an error in the prior periods financial statements. Due to an oversight in the valuation of options granted within Touchlight Holdings Limited, the share based payment expense has been understated. Within the consolidated group accounts, this has resulted in a prior year adjustment which increased the profit and loss account and the share option reserves by £1,275,251, for the year ended 31 December 2022. Administrative expenses for the year ended 31 December 2022 has increased by £1,026,170. The opening share option reserve as at 1 January 2022 has increased by £249,081 as a result of the adjustment to expenditure in prior periods. There is no tax impact as a result of this adjustment.
During the financial year, the directors of Touchlight Holdings Limited, reviewed the historic accounting treatment of loan notes and in accordance with the accounting policies concluded that these should have been classified as non-basic financial instruments and measured at fair value through profit and loss for the periods ending 31 December 2022 and 31 December 2021. This has resulted in a prior year adjustment to the comparatives of the financial statements to reduce the loan note liability included in creditors: amounts falling due after more than one year by £5,467,594 in the year ended 31 December 2021 and increase the loan note liability included in creditors: amounts falling due after more than one year  by £68,461 in the year ended 31 December 2022, being a net decrease in the loan note liability as at 1 January 2023 of £5,409,024  (note 22). The adjustment to the profit and loss account, was a recognition of a net fair value gain of £5,467,594 in the year ended 31 December 2021, and an increase in the fair value loss on financial instruments of £68,461 in the financial year ended 31 December 2022. There is no tax impact as a result of this adjustment.
The directors of Touchlight Holdings Limited reviewed the preference shareholders’ rights and determined the allocation between equity and creditors due in more than one year was materially incorrect. The amount that was presented in creditors due in more than one year was previously measured at amortised cost, however it is a non- basic financial liability and so should be measured at fair value through profit or loss. An adjustment has therefore been made to the comparatives of these financial statements resulting in an increase in creditors due in more than one year (note 22) by £50,793,000, share premium has been reduced by £45,834,492 and retained earnings was reduced by £4,958,508, in order to recognise the finance charges and fair value adjustments to the preference shares. Interest payable and similar charges were reduced by £3,131,495 and fair value loss on financial instruments increased by £325,842 for the year ended 31 December 2022. This adjustment has no impact on current or deferred tax.
The group has taken the opportunity to make some minor adjustments to the prior year as follows:
The directors of Touchlight Aquaculture, (a controlled subsidiary), identified that interest payable totalling £18,115 for the period ended 31 December 2022 had been contractually due to loan note holders, but the accrual of this interest had been omitted from the accounts. Accordingly, a prior year adjustment has been made to increase interest payable (note 12) and creditors due within one year (note 21) by this same amount. An adjustment has also been made to the non-controlling interest as at 31 December 2022.
 
It was also identified for the Touchlight Aquaculture Limited that payroll costs totalling £15,544 which were determined to have been contractually due as at 31 December 2022 but, due to a difference in the timing of the related payments, had been omitted from that year. Accordingly, a prior year adjustment has been made to increase administration expenses and creditors due within one year (note 21) by the same amount as at 31 December 2022. An adjustment has also been made to the non-controlling interest as at 31 December 2022.
 

Page 49

 


TOUCHLIGHT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
27.       Prior year adjustments (continued)

As Touchlight Aquaculture Limited is not a wholly owned subsidiary, the profit attributable to the non-controlling interest has been adjusted accordingly by £13,463, being Stonehaven Incubate AG's 40% ownership, as a result of the above two adjustments. 

Company adjustments:
As noted above, the directors of Touchlight Holdings Limited have made certain adjustments to the prior year consolidated financial statements in respect of preference shares and loan notes, which have had the same impact on the company only financial statements. 

In addition, the following adjustments have been made to Touchlight Holdings Limited company financial statements and eliminated on consolidation:

As a result of the adjustments to the share based payments in the subsidiaries, there has been an increase in the investments in subsidiaries, which was subsequent impaired, recognised within Touchlight Holdings Limited individual parent accounts (note 17). As at 1 January 2023, the share option reserve has increased by £1,275,251 and brought forward retained earnings of this same amount. There is no tax impact as a result of this adjustment.
During the financial year, the directors of Touchlight Holdings Limited, reviewed the parent companies intercompany balance and decided to provide for an impairment of the balances owed by group companies for the year ended 31 December 2021 and 31 December 2022 of £8,071,398 and £3,247,388 respectively. This has resulted in an increase in the company's expense for amounts written off investments in those periods by this amount, and a reduction in amounts due from group undertakings by £11,318,786 in the prior period (note 21). This has reduced the companies opening profit and loss reserves for the year ended 31 December 2023. There is no tax impact as a result.

The effects of the prior period errors are summarised below for the year ending 31 December 2022 and 31 December 2021. There have been no amendments have been made to the year ended 31 December 2020. 
Consolidated Statement of Financial Position
Year ended 31 December 2022





  As previously
               stated
          Restated
      Adjustment
£
£
£


Fixed assets
49,830,375
49,830,375
-

Stocks
2,686,915
2,686,915
-

Debtors: amounts falling due within one year
11,899,821
10,584,821
(1,315,000)

Cash at bank and in hand
38,477,474
38,477,474
-

Creditors: amounts falling due within one year
(6,595,031)
(6,628,689)
(33,658)

Creditors: amounts falling due after more than one year
(46,889,733)
(92,273,708)
(45,383,975)

49,409,821
2,677,188
(46,732,633)

Page 50

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

27.


Prior year adjustment (continued)

Consolidated Statement of Financial Position
Year ended 31 December 2022
 


    


  As previously
               stated

          Restated

      Adjustment
£
£
£


Share capital
12,023
12,023
-

Share premium account
123,389,849
77,555,357
(45,834,492)

Other reserves
196,379
1,471,630
1,275,251

Merger reserve
6,930,907
6,930,907
-

Profit and loss account
(81,037,891)
(83,197,820)
(2,159,929)

Non-controlling interests
(81,446)
(94,909)
(13,463)

Equity
49,409,821
2,677,188
(46,732,633)


Consolidated Statement of Profit and Loss
Year ended 31 December 2022



As previously stated
          Restated
      Adjustment
£
£
£


Turnover
15,585,131
15,585,131
-

Cost of sales
(3,751,753)
(3,751,753)
-

Other operating income
389,566
389,566
-

Research and development costs
(5,264,562)
(5,264,562)
-

Administrative and laboratory expenses
(15,806,379)
(16,848,092)
(1,041,713)

Sales and marketing costs
(176,903)
(176,903)
-

Exceptional item: profit on disposal of investment
488,339
488,339
-

Share of loss of joint venture
(227,183)
(227,183)
-

Interest receivable and similar income
107,486
107,486
-

Interest payable and similar expenses
(3,680,946)
(557,674)
3,123,272

Fair value loss on financial instruments
-
(394,303)
(394,303)

Tax on loss
2,655,706
2,655,706
-

Loss for the year
(9,681,498)
(7,994,242)
1,687,256

Page 51

 


TOUCHLIGHT HOLDINGS LIMITED
 


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

27.


Prior year adjustment (continued)

Consolidated Statement of Financial Position
Year ended 31 December 2021


  As previously
          

               stated
          Restated
      Adjustment
£
£
£


Fixed assets
38,236,965
38,236,965
-

Stocks
2,669,202
2,669,202
-

Debtors: amounts falling due within one year
8,635,442
8,635,442
-

Cash at bank and in hand
57,346,942
57,346,942
-

Creditors: amounts falling due within one year
(4,040,104)
(4,040,104)
-

Creditors: amounts falling due after more than one year
(43,908,238)
(92,039,297)
(48,131,059)

Net assets
58,940,209
10,809,150
(48,131,059)

Consolidated Statement of Financial Position
Year ended 31 December 2021


  As previously


               stated
          Restated
      Adjustment
£
£
£


Share capital
11,773
11,773
-

Share premium account
123,144,599
77,310,107
(45,834,492)

Other reserves
11,857
260,938
249,081

Merger reserve
6,930,907
6,930,907
-

Profit and loss account
(71,138,646)
(73,684,294)
(2,545,648)

Non-controlling interests
(20,281)
(20,281)
-

Equity
58,940,209
10,809,150
(48,131,059)


28.


Contingent liabilities

In accordance with section 479A of the Companies Act 2006, the parent company has guaranteed the liabilities of its subsidiary companies, Lightbio Limited (registered number: 11845932) and Touchlight IP Limited (registered number: 09272417). Accordingly, the subsidiary companies are exempt from the requirements of the Companies Act 2006 relating to the audit of its individual financial statements.


29.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £31,275 (2022: £4,134). Contributions totalling £88,688 (2022: £129,129) were payable to the fund at the reporting date and are included in creditors.

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TOUCHLIGHT HOLDINGS LIMITED
 


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

30.


Commitments under operating leases

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


Group
Group
2023
2022
£
£

Not later than 1 year
495,000
350,000

Later than 1 year and not later than 5 years
1,980,000
350,000

Later than 5 years
15,946,911
-

18,421,911
700,000

31.Other financial commitments

As at 31 December 2023, the total contracted for capital expenditure and purchases of raw materials and services was £1,320,253 (2022: £2,976,439) for the group and £370,662 (2022: £427,475) for the company. 


32.


Related party transactions

During the year, professional fees were paid to a limited liability partnership amounting to £3,855 (2022: £105,630) by the group and £3,855 (2022: £1,080) by the parent company. At 31 December 2023, £nil (2022: £Nil) was due from the group and £Nil (2022: £3,708) was due from the parent company to the limited liability partnership. The balances are unsecured, interest free and repayable on demand. One of the directors of the parent company was a designated member of the limited liability partnership.
Remuneration payable to key management personnel from the group amounted to £2,193,901 for the year ended 31 December 2023 (2022: £1,775,665). No remuneration was paid to key management personnel by the parent company in the current or prior year.  
During the year, sales of £Nil (2022: £Nil) were made by the group and sales of £Nil (2022: £Nil) were made by the parent company to a subsidiary undertaking, which is not wholly owned. At 31 December 2023, £Nil (2022: £5,823) was due to the group and £Nil (2022: £Nil) was due to the parent company from the indirect subsidiary undertaking. The balance due to the group was unsecured, interest free and repayable on demand. In addition, the group advanced a further £18,000 (2022: £78,000) to the indirect subsidiary during the year, which has been fully provided for in these financial statements. 
During the year, the group paid £430,188 (2022: £350,000) and the company paid £Nil (2022: £Nil) to a shareholder of Touchlight Holdings Limited in respect of rent for the premises occupied by the group. In addition, during the year, the group incurred expenses on behalf of that shareholder amounting to £Nil (2022: £1,164,768) and the company incurred expenses on behalf of that shareholder of £Nil (2022: £Nil). At 31 December 2023 the balance due from the shareholder to the group amounted to £Nil (2022: £2,655,000) and the balance due to the parent company was £Nil (2022: £Nil). The balance is unsecured, interest free and repayable on demand. 
During 2021, the parent company issued loan notes to shareholders of TAAV Biomanufacturing Solutions Ltd (an entity in which the group held a 50% stake), which included £24,049,834 loan notes issued to directors of the parent company. A total of £20,407,008 of the loan notes issued to directors of the parent company were either sold, converted into shares of Touchlight Holdings Limited or converted into cash during the year ended 31 December 2021. At 31 December 2023, a total of £3,642,826 (2022: £3,642,826) of loan notes were held by directors of the parent company. The loan notes are unsecured and bear interest at 0.5% above the Lloyds Bank Plc Commercial Lending Rate. 

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TOUCHLIGHT HOLDINGS LIMITED
 


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

33.


Post balance sheet events

As disclosed within the Strategic report, the following has occurred post year end;

Facility in Hampton UK receives GMP certification.
Disposes of Touchlight Aquaculture subsidiary. Acquiror granted rights to develop and manufacture future products using Touchlight’s dbDNA technology across the animal health field.
Signs patent license with GSK.
Material litigation post the balance sheet date with Judgment for Touchlight and no economic outflow.
Agreement with University of Liverpool for the supply of dbDNA for use as part of a fully-personalised therapeutic neoantigen DNA vaccine for patients with non-small cell lung cancer.
Wins two grants from Innovate UK to support R&D, one for the use of dbDNA in AAV production and the other to further develop and characterise Touchlight’s new genome editing product, mbDNA.
Awarded further grant from the Office of Naval Research (ONR) and the Defence Science and Technology Laboratory (Dstl) following successful proof of concept studies, in order to develop a DNA-enabled biobattery prototype with real- world applicability.
CPI, a leading technology innovation centre in the UK, has selected Touchlight to supply research and GMP-grade enzymatic DNA for the development and manufacture of RNA therapeutics and vaccines.


34.


Controlling party

It is in the opinion of the directors that there is no one controlling party.

 
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