Company registration number 07803427 (England and Wales)
ONCOSIL MEDICAL (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
ONCOSIL MEDICAL (UK) LIMITED
COMPANY INFORMATION
Director
Mr N Lange
Company number
07803427
Registered office
86-90 Paul Street
London
England
EC2A 4NE
Auditor
Kirk Rice LLP
The Courtyard
High Street
Ascot
Berkshire
SL5 7HP
ONCOSIL MEDICAL (UK) LIMITED
CONTENTS
Page
Director's report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 17
ONCOSIL MEDICAL (UK) LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The director presents his annual report and financial statements for the year ended 30 June 2024.

Director

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

Mr N Lange

Business Review and Future Developments

The company continues to hold a license contract on behalf of its parent company, OncoSil Medical Limited. The first commercial sales of the product that forms the basis of this license were made during the year ended 30 June 2021 by the parent company.

Statement of director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

Statement of disclosure to auditor

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

Going concern

The director's assessment of the company's going concern status has been further set out in Note 1.2 of the financial statements.

Small companies exemption

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

ONCOSIL MEDICAL (UK) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
On behalf of the board
Mr N Lange
Director
26 March 2025
ONCOSIL MEDICAL (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ONCOSIL MEDICAL (UK) LIMITED
- 3 -
Opinion

We have audited the financial statements of OncoSil Medical (UK) Limited (the 'company') for the year ended 30 June 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 1.2 of the financial statements concerning the company’s ability to continue as a going concern. OncoSil Medical (UK) Limited is dependent upon its parent company, OncoSil Medical Limited (a company incorporated and domiciled in Australia) for financial support and to provide working capital so that the company can meet its liabilities as they fall due. During the financial half-year ended 31 December 2024 the OncoSil Medical Limited Group reported a net loss after tax of AUD$6,706,801 and cash outflows from operating activities of AUD$6,114,815.

 

These conditions, along with the matters raised in note 1.2 to the financial statements, indicate the existence of material uncertainty that may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the company were unable to continue as a going concern.

 

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the director's assessment of the company's ability to continue to adopt the going concern basis of accounting included a review of the parent company's cash flow forecasts which cover a period of at least 12 months from the date of signing of these financial statements.

 

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

ONCOSIL MEDICAL (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ONCOSIL MEDICAL (UK) LIMITED
- 4 -

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the director's report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

ONCOSIL MEDICAL (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ONCOSIL MEDICAL (UK) LIMITED
- 5 -

Our audit approach was developed by obtaining an understanding of the company’s activities, the key functions undertaken on behalf of the Board by management and by service organisations, and the overall control environment. Based on this understanding we assessed those aspects of the company’s transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit risks and planned our audit approach accordingly.

 

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006 and FRS 102.

We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

We focused on laws and regulations that could give rise to a material misstatement in the company financial statements. Our tests included, but were not limited to:

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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

Use of our report

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

David Forinton
Senior Statutory Auditor
For and on behalf of Kirk Rice LLP
27 March 2025
Statutory Auditor
The Courtyard
High Street
Ascot
Berkshire
SL5 7HP
ONCOSIL MEDICAL (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
2024
2023
Notes
£
£
Turnover
79,433
84,613
Administrative expenses
(409,994)
(343,977)
Operating loss
2
(330,561)
(259,364)
Interest payable and similar expenses
4
(109,107)
(58,239)
Loss before taxation
(439,668)
(317,603)
Tax on loss
5
-
0
-
0
Loss for the financial year
(439,668)
(317,603)
ONCOSIL MEDICAL (UK) LIMITED
BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
6
38,736
44,934
Tangible assets
7
731
1,803
39,467
46,737
Current assets
Debtors
8
972
1,058
Cash at bank and in hand
27,790
22,405
28,762
23,463
Creditors: amounts falling due within one year
9
(1,756,181)
(1,364,010)
Net current liabilities
(1,727,419)
(1,340,547)
Total assets less current liabilities
(1,687,952)
(1,293,810)
Provisions for liabilities
Provisions
10
45,526
-
0
(45,526)
-
Net liabilities
(1,733,478)
(1,293,810)
Capital and reserves
Called up share capital
12
150,172
150,172
Profit and loss reserves
13
(1,883,650)
(1,443,982)
Total equity
(1,733,478)
(1,293,810)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 26 March 2025
Mr N  Lange
Director
Company registration number 07803427 (England and Wales)
ONCOSIL MEDICAL (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2022
150,172
(1,126,379)
(976,207)
Year ended 30 June 2023:
Loss and total comprehensive income
-
(317,603)
(317,603)
Balance at 30 June 2023
150,172
(1,443,982)
(1,293,810)
Year ended 30 June 2024:
Loss and total comprehensive income
-
(439,668)
(439,668)
Balance at 30 June 2024
150,172
(1,883,650)
(1,733,478)
ONCOSIL MEDICAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
1
Accounting policies
Company information

OncoSil Medical (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 86-90 Paul Street, London, England, EC2A 4NE. The company's registered number can be found on the Company Information page.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of OncoSil Medical Limited (a company incorporated and domiciled in Australia). These consolidated financial statements are available from its registered office, Level 3, 62 Lygon Street, Carlton South, Victoria 3053.

ONCOSIL MEDICAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 10 -
1.2
Going concern

These financial statements have been prepared on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

 

OncoSil Medical (UK) Limited is dependent upon its parent company, OncoSil Medical Limited (a company incorporated and domiciled in Australia) for financial support and to provide working capital so that the company can meet its liabilities as they fall due.

 

The director has placed reliance on a letter of support received from OncoSil Medical Limited that confirms it will provide support to OncoSil Medical (UK) Limited for a period of 12 months from the date of signing of these financial statements. Whilst the letter of support is not legally binding, which has been taken into consideration, the director has satisfied himself of both the willingness and ability of OncoSil Medical Limited to provide such support as may be necessary in the worst-case downside scenarios, in order for the Company to fulfil its obligations to creditors and lenders as they fall due.

 

During the financial half-year ended 31 December 2024 the OncoSil Medical Limited Group reported a net loss after tax of AUD$6,706,801 (31 December 2023: AUD$6,016,846) and cash outflows from operating activities of AUD$6,114,815 (31 December 2023: outflows of AUD$4,307,048). As at 31 December 2024, the Group holds cash and cash equivalents of AUD$8,465,967 (30 June 2024: AUD$4,501,398).

 

OncoSil Medical Limited raised AUD$10,931,000 before costs, or AUD$9,730,294 after costs, during the half-year ended 31 December 2024, providing the company with a strengthened cash position and balance sheet.

 

The Group’s directors have assessed the financial and operating implications of the above matters, including the expected net cash outflows over the next 12 months. The Board notes that the Group’s ability to continue as a going concern is dependent on achieving forecast sales and/or raising further capital. Should forecasted cash inflows, including from sales and/or further capital raise activities not be achieved, there is a material uncertainty that may cast significant doubt upon the group’s ability to continue as a going concern and therefore whether the Group will realise its assets and settle its liabilities in the ordinary course of business at the amounts recorded in the financial statements.

 

Given that OncoSil Medical (UK) Limited is dependent upon its parent company for financial support, there is therefore also a material uncertainty that may cast significant doubt upon the company’s ability to continue as a going concern.

 

The Group’s directors monitors the need to raise additional equity from the equity markets. The Group has a successful history of raising capital to fund its activities. The Group can also flexibly manage cash outflows by reducing discretionary expenditure.

 

Although it is not certain that these efforts will be successful, the Group’s directors have determined that the actions that it has taken are sufficient to mitigate the uncertainty and has therefore prepared the financial statements on a going concern basis.

1.3
Turnover

Turnover represents licence fee costs recharged at cost to the parent company.

1.4
Intangible fixed assets other than goodwill

Acquired brands and licenses are shown at cost less accumulated amortisation and impairment, being amortised over their useful economic life. The directors review the useful economic life of brands and licenses annually to ensure that these lives are still appropriate.

ONCOSIL MEDICAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 11 -

The license contract is for 10 years from the date of the first commercial sales of the product; therefore, the expected useful economic life of the license is 10 years. The first commercial sales of the product were made during the year ended 30 June 2021 by the parent company and so amortisation of the license has commenced.

1.5
Tangible fixed assets

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

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

Computers
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

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

1.7
Cash and cash equivalents

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

1.8
Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the financial instrument.

Basic financial assets

Debtors do not carry interest and are stated at their nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the Profit and Loss account when there is objective evidence that the asset is impaired.

Basic financial liabilities

Creditors are not interest bearing and are included at their nominal value.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

ONCOSIL MEDICAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 12 -
1.10
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.11
Employee benefits

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

 

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

 

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

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange gains
(603)
-
0
Depreciation of owned tangible fixed assets
1,072
1,072
Amortisation of intangible assets
6,198
6,198
Royalty payments
45,526
-

The amortisation of intangible assets is included within administration expenses.

 

The audit fee is £6,950 (2023 - £6,650).

ONCOSIL MEDICAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
3
Employees

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

2024
2023
Number
Number
Employees
3
3

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
191,600
175,207
Social security costs
18,296
16,594
Pension costs
11,584
14,017
221,480
205,818
4
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
109,107
58,239
5
Taxation

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

2024
2023
£
£
Loss before taxation
(439,668)
(317,603)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2023: 19.00%)
(83,537)
(60,345)
Tax effect of expenses that are not deductible in determining taxable profit
1,268
1,208
Unutilised tax losses carried forward
82,022
59,371
Change in unrecognised deferred tax assets
182
(253)
Permanent capital allowances in excess of depreciation
65
19
Taxation charge for the year
-
-
ONCOSIL MEDICAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
6
Intangible fixed assets
Patents & licences
£
Cost
At 1 July 2023 and 30 June 2024
61,978
Amortisation and impairment
At 1 July 2023
17,044
Amortisation charged for the year
6,198
At 30 June 2024
23,242
Carrying amount
At 30 June 2024
38,736
At 30 June 2023
44,934
7
Tangible fixed assets
Computers
£
Cost
At 1 July 2023 and 30 June 2024
4,288
Depreciation and impairment
At 1 July 2023
2,485
Depreciation charged in the year
1,072
At 30 June 2024
3,557
Carrying amount
At 30 June 2024
731
At 30 June 2023
1,803
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
972
1,058
ONCOSIL MEDICAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
9
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
1,745,116
1,358,389
Taxation and social security
8,641
3,877
Other creditors
2,424
1,744
1,756,181
1,364,010
10
Provisions for liabilities
2024
2023
£
£
Provision for royalty payments
45,526
-
Movements on provisions:
Provision for royalty payments
£
Additional provisions in the year
45,526

The provision relates to royalty payments which are due to be made to the licence holder in respect of the group's sales of the royalty-bearing product. The timing of the royalty payments to the licence holder is uncertain.

11
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
11,584
14,017

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

 

Contributions totalling £2,423 (2023 - £1,744) were payable to the fund at the balance sheet date and are included in creditors.

12
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each of £1 each
150,172
150,172
150,172
150,172
ONCOSIL MEDICAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
12
Share capital
(Continued)
- 16 -

Each ordinary share has the following rights:

 

- one vote in any circumstances;

- equal rights to dividends; and

- participation in a distribution arising from a winding up of the company.

13
Profit and loss reserves

The profit and loss reserve represents cumulative profits and losses.

14
Ultimate controlling party

The ultimate controlling party is OncoSil Medical Limited (a company incorporated and domiciled in Australia).

 

OncoSil Medical Limited prepares consolidated financial statements which are available from its registered office, Level 3, 62 Lygon Street, Carlton South, Victoria 3053.

ONCOSIL MEDICAL (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 17 -
15
Commitments and Contingencies

There has been no change in the status of contingent liabilities since 30 June 2023.

 

The company holds a licence to commercialise OncoSil, a targeted brachytherapy product for the treatment of pancreatic cancer under a licence from pSiMedica. pSiMedica has granted the company an exclusive worldwide royalty-bearing licence for the term of the pSiMedica Transaction (with limited rights to sublicense) under the Licensed Patents solely to make, use, sell, offer to sell and import the Product in the field of therapy in human neoplastic disease (cancer). Key terms of the license agreement have been summarised below:

 

- OncoSil UK is required to make a payment of up to US$100,000 to pSiMedica annually to support existing patents; and

- OncoSil UK is required to make the following payments for patents and subject to OncoSil™ completing positive clinical trials and becoming registered for sale.

 

During the term of the licence, 8% of future net sales (future sales which cannot be guaranteed) of the Product or any other product protected by the rights arising from the Assigned Patents (if sold by OncoSil UK or its affiliates) and services performed using the Product or such other products, on a product-by-product and country-by-country basis. Only half of this payment must be made whenever approved generic competitor products derived from the Product maintain at least a 20% world-wide market share of sales, on a country-by-country and product-by-product basis.

 

20% of any form of consideration, payments, royalties, third party net sales income and other payments received from third party licensing deals and various other agreements with third parties in relation to OncoSil™ or any other product protected by the rights arising from the Assigned Patents, for the term of the pSiMedica licence, on a product-by-product and country-by-country basis.

 

Potential milestone payments based only upon OncoSil™ being a commercial success, which cannot be guaranteed now or in the future (ranging from US$1,000,000 to US$5,000,000) depending upon:

 

- OncoSil UK, its affiliates and any of OncoSil UK's third party transferees together potentially achieving US$5,000,000 aggregate net sales for OncoSil™ and any other product protected by the rights arising from the Assigned Patents, for (i) an indication and (ii) a second indication;

 

- Aggregate net sales of OncoSil™ and any other product protected by the rights arising from the Assigned Patents, paid to OncoSil UK, its affiliates and third party transferees in a calendar year first potentially equals or exceeds US$20,000,000; and

 

- Aggregate net sales of OncoSil™ and any other product protected by the rights arising from the Assigned Patents, paid to OncoSil UK, its affiliates and third party transferees in a calendar year first potentially equals or exceeds US$100,000,000.

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