Company registration number 13630639 (England and Wales)
VIRAX BIOLABS (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
VIRAX BIOLABS (UK) LIMITED
COMPANY INFORMATION
Director
J A C Foster
Company number
13630639
Registered office
Globe House
Eclipse Park
Sittingbourne Road
Maidstone
Kent
United Kingdom
ME14 3EN
Auditor
Azets Audit Services
Globe House, Eclipse Park
Sittingbourne Road
Maidstone
Kent
United Kingdom
ME14 3EN
Business address
Biocity Glasgow
Bo'Ness Road
Newhouse
Lancashire
United Kingdom
ML1 5UH
VIRAX BIOLABS (UK) LIMITED
CONTENTS
Page
Director's report
1
Director's responsibilities statement
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 - 21
VIRAX BIOLABS (UK) LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The director presents his annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company was that of a holding company owning and developing intellectual property with the intention of resale by licensing.

 

The company has taken the exemptions conferred by s418(B) of the Companies Act 2006 to not prepare a strategic report on the grounds that it would qualify as small but for being a member of an ineligible group.

 

The company has taken the exemption conferred by s415(A) of the Companies Act 2006 permitting it to prepare a directors' report in accordance with the small companies regime on the grounds that it would qualify as small but for being a member of an ineligible group.

Director

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

J A C Foster
Auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.

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.

 

Auditor

Azets Audit Services were appointed as auditor of the company during the year. In accordance with s485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

On behalf of the board
J A C Foster
Director
21 July 2025
VIRAX BIOLABS (UK) LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

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.

VIRAX BIOLABS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VIRAX BIOLABS (UK) LIMITED
- 3 -
Opinion

We have audited the financial statements of Virax Biolabs (UK) Limited (the 'company') for the year ended 31 March 2025 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 related to going concern

We draw attention to Note 1.2 in the financial statements, which indicates that the company incurred a net loss of £2,228,846 during the year ended 31 March 2025 and, as of that date, the company’s current liabilities exceeded its total assets by £4,475,725. As stated in Note 1.2, these events or conditions, along with other matters as set forth in Note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern.

 

Our opinion is not modified in respect of this matter.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The 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:

VIRAX BIOLABS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VIRAX BIOLABS (UK) LIMITED
- 4 -
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.

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.

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

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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

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

Daniel Graves BA(Hons) FCA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
21 July 2025
Chartered Accountants
Statutory Auditor
Globe House, Eclipse Park
Sittingbourne Road
Maidstone
Kent
ME14 3EN
VIRAX BIOLABS (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
2025
2024
as restated
Notes
£
£
Turnover
3
414
202
Cost of sales
(99,441)
(8,787)
Gross loss
(99,027)
(8,585)
Administrative expenses
(2,340,819)
(2,032,863)
Other operating income
-
0
8,241
Loss before taxation
(2,439,846)
(2,033,207)
Tax on loss
7
211,000
315,765
Loss for the financial year
(2,228,846)
(1,717,442)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

VIRAX BIOLABS (UK) LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 7 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
9
31,508
39,385
Tangible assets
10
941,890
670,918
Investments
11
698
698
974,096
711,001
Current assets
Stocks
13
-
19,977
Debtors
14
1,041,933
850,393
Cash at bank and in hand
541,489
1,093,514
1,583,422
1,963,884
Creditors: amounts falling due within one year
15
(7,033,243)
(5,013,309)
Net current liabilities
(5,449,821)
(3,049,425)
Net liabilities
(4,475,725)
(2,338,424)
Capital and reserves
Called up share capital
18
100
100
Other reserves
353,443
261,897
Profit and loss reserves
19
(4,829,268)
(2,600,421)
Total equity
(4,475,725)
(2,338,424)

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 21 July 2025
J A C Foster
Director
Company Registration No. 13630639
VIRAX BIOLABS (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 March 2024:
Balance at 1 April 2023
100
155,935
(971,614)
(815,579)
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
-
(1,717,442)
(1,717,442)
Capital contribution from parent
-
194,597
-
0
194,597
Capital contribution from parent reversals
-
(88,635)
88,635
-
Balance at 31 March 2024
100
261,897
(2,600,421)
(2,338,424)
Year ended 31 March 2025:
Loss and total comprehensive income for the year
-
-
(2,228,846)
(2,228,846)
Capital contribution from parent
16
-
91,546
-
0
91,546
Balance at 31 March 2025
100
353,443
(4,829,268)
(4,475,725)
VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
1
Accounting policies
Company information

Virax Biolabs (UK) Limited (the 'company') is a private company limited by shares incorporated in England and Wales. The registered office is Globe House, Eclipse Park, Sittingbourne Road, Maidstone, Kent, United Kingdom, ME14 3EN.

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 £1.

As permitted by s399 Companies Act 2006, the company has taken exemption from preparing group consolidated financial statements on the grounds that the company and the group headed by it qualify as small.

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 Virax Biolabs Group Limited (BioCity Glasgow, Bo'Ness Road, Newhouse, Lanarkshire, ML1 5UH). Copies of the consolidated financial statements are available from https://ir.viraxbiolabs,com/financial-information.

 

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 10 -
1.2
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

 

Despite the company incurring a loss of £2,228,846 during the year ended 31 March 2025 and, as of that date, current liabilities exceeding total assets by £4,475,725, the director has received assurances that the support already given by the ultimate parent, Virax Biolabs Group Limited, will remain in place for at least twelve months from the date of approval of these financial statements.

 

As a consequence of these factors and other evidence available to the director in respect of the company's trading prospects, the director is satisfied that the company has sufficient resources to meet its liabilities as they fall due for a period of at least twelve months from the date of signing of these financial statements.

 

Accordingly, the financial statements are prepared on a going concern basis and do not include any adjustments which would be necessary if this basis of preparation was inappropriate.

1.3
Turnover

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

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated as prescribed by paragraph 18.8H of FRS 102.

1.5
Intangible fixed assets other than goodwill

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

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

Software
Over 3 years
Patents
Over 3 years
1.6
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.

VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 11 -

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:

Plant and equipment
3 - 5 years straight line
Computers
3 years 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.

1.7
Fixed asset investments

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

Where merger relief applies in a share for share exchange transaction, as permitted by s610 Companies Act 2006, it is the company’s policy to recognise the cost of investment in subsidiary at nominal value of the shares issued in the exchange.

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

1.8
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.

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

 

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

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

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
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.

1.11
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

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

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.12
Taxation

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

VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Retirement benefits

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

1.14
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to the capital contribution reserve within equity. This reflects the fact that the options relate to shares in the parent of the company.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.15
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.

VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
2
Judgements and key sources of estimation uncertainty

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

 

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

 

Capitalisation of development costs

The capitalisation of development expenditure is dependent on the costs meeting the recognition criteria in accordance with section 18 FRS 102. In assessing the criteria, management makes judgements on the level of future economic benefits of the asset flowing to the company. Management is assisted in making these judgements through the monitoring both of future sales forecasts and the level of future cost benefits arising (as applicable).

Carrying amount of non-current assets

Where there is an indiciation of impairment, a review of the carrying values of non-current assets is undertaken as follows:

 

Intangible assets

These are estimated on the basis of value in use, which is calculated from the present value of future cash flows expected to be derived from the asset under review. The key elements of estimation are the calculation of future cash flows. Fore intangible assets, future cash flows are forecast future revenues. Further estimation is made in determining an appropriate discount rate that reflects the specific risks associated with the asset.

 

Share-based payments

The determination of the fair values of share options has been made by reference to the Black Scholes model. The input with the greatest amount of estimation, being the volatility of the company's share price, has been derived via benchmarking against similar companies in the industry.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Sales of products
414
202
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
94,938
(2,534)
Research and development costs
650,137
458,609
Depreciation of owned tangible fixed assets
200,893
43,419
Amortisation of intangible assets
7,877
-
Impairment of intangible assets
-
0
162,938
Share-based payments
91,546
194,597
Operating lease charges
133,736
122,824
VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
17,500
16,000
For other services
Taxation compliance services
4,750
4,750
Other taxation services
9,000
7,500
13,750
12,250
6
Employees

The average monthly number of persons employed by the company during the year was 8 (2024: 8).

 

Note that the director is remunerated by another group member and thus receives no remuneration directly from the company.

The employees' aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
817,238
651,815
Equity settled share based payment costs
91,546
194,597
Social security costs
74,287
78,867
Pension costs
36,495
14,536
1,019,566
939,815
7
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(211,000)
(315,765)
VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
Taxation
(Continued)
- 16 -

The actual credit 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:

2025
2024
£
£
Loss before taxation
(2,439,846)
(2,033,207)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 19.00%)
(609,962)
(386,309)
Tax effect of utilisation of tax losses not previously recognised
609,962
386,309
Research and development tax credit
(211,000)
(315,765)
Taxation credit for the year
(211,000)
(315,765)

At Autumn Budget 2024, the government announced that it will introduce legislation in Finance Bill 2024-25 to set the charge for Corporation Tax as it does every year, and to maintain the main rate at 25% and the small profits rate at 19%, for the financial year beginning 1 April 2026.

8
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Intangible assets
9
-
0
162,938
Recognised in:
Administrative expenses
-
162,938
VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
9
Intangible fixed assets
Software
Patents
Total
£
£
£
Cost
At 1 April 2024 and 31 March 2025
346,567
8,465
355,032
Amortisation and impairment
At 1 April 2024
307,182
8,465
315,647
Amortisation charged for the year
7,877
-
0
7,877
At 31 March 2025
315,059
8,465
323,524
Carrying amount
At 31 March 2025
31,508
-
0
31,508
At 31 March 2024
39,385
-
0
39,385

During the year, there were no costs capitalised associated with the development of the ViraxImmune mobile application. Costs incurred as part of the research phase, prior to capitalisation, amounted to £650,137 and were recognised in the profit and loss account as incurred.

 

At present, the project has been suspended and there are no plans to recommence development in the near future.

10
Tangible fixed assets
Plant and equipment
Computers
Total
£
£
£
Cost
At 1 April 2024
704,953
9,384
714,337
Additions
466,014
5,851
471,865
At 31 March 2025
1,170,967
15,235
1,186,202
Depreciation and impairment
At 1 April 2024
41,679
1,740
43,419
Depreciation charged in the year
197,204
3,689
200,893
At 31 March 2025
238,883
5,429
244,312
Carrying amount
At 31 March 2025
932,084
9,806
941,890
At 31 March 2024
663,274
7,644
670,918
11
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
12
698
698
VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Virax Biolabs Limited
Hong Kong
A and B Ord
100.00
-
Virax Immune T-Cell Medical Device Company Ltd
Hong Kong
Ord
0
100.00
Virax Biolabs Pte. Limited
Singapore
Ord
0
95.54
Logico Bioproducts British Virgin Islands Limited Liability Company
British Virgin Islands
Ord
0
95.54
Shanghai Xitu Business Consulting Co. Limited
China
Ord
0
95.54

The company has not prepared group accounts as it is exempt from the requirement to do so by section 399 of the Companies Act 2006 as it is included in the consolidated group accounts of Virax Biolabs Group Limited which are publicly available.

13
Stocks
2025
2024
£
£
Raw materials and consumables
-
19,977

An impairment arising of £94,029 (2024 : £nil) due to slow-moving and obsolete stock was recognised in administrative expenses during the year.

14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
422,365
315,765
Amounts owed by group undertakings
331,442
141,314
Other debtors
40,224
277,692
Prepayments and accrued income
247,902
115,622
1,041,933
850,393

Amounts due from group undertakings are interest-free and repayable upon demand.

VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
15
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
35,339
58,355
Amounts owed to group undertakings
6,834,094
4,917,587
Other creditors
581
-
0
Accruals and deferred income
163,229
37,367
7,033,243
5,013,309

Amounts due to group undertakings are interest-free and repayable upon demand.

16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
36,495
14,536

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. There is no creditor due at the period end.

17
Share-based payment transactions

During the year, the company recognised total share-based payment expenses of £91,546 (2024: £194,597), which related to equity-settled share based payment transactions. All options pertain to shares in the company's parent, and as such, are denominated in USD ($).

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 April 2024
137,500
482,500
2.40
3.69
Granted
83,000
80,750
0.52
0.42
Forfeited
(85,000)
(425,750)
3.45
3.55
Outstanding at 31 March 2025
135,500
137,500
0.86
2.40
Exercisable at 31 March 2025
52,500
31,667
0.54
3.31

The options outstanding at 31 March 2025 had an exercise price ranging from $0.33 to $5.00. The shares vest over a three year period. No shares were exercised during the year.

Options were granted on 18 April 2024.

VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
17
Share-based payment transactions
(Continued)
- 20 -

The company is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted during the year is determined using the Black Scholes model. The model is internationally recognised as being appropriate to value employee share schemes.

 

A corresponding credit of £91,546 has been recorded within the capital contribution reserve to recognise the investment made by the parent to the employees of the company.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100

Each ordinary share carries one vote, an equal right to dividends and capital (on a winding up) and is not redeemable.

19
Profit and loss reserves

Retained earnings includes all current and prior period retained profits and losses.

20
Operating lease commitments
Lessee

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

2025
2024
£
£
Within one year
79,428
48,960
Between two and five years
35,617
64,288
115,045
113,248
21
Related party transactions

In accordance with paragraph 33.1A (FRS 102), the company has taken exemption from disclosing related party transactions which occur between the company and its wholly-owned subsidiary and between the company and its immediate and ultimate parent companies.

22
Ultimate controlling party

The company is controlled on a day to day basis by the directors but the main controlling party is by Virax Biolabs Group Limited which is a company registered in the Caymen Islands.

 

The direct parent company who owns 100% of the issued share capital of the company is Virax Biolabs Group Holdings Limited, a company registed in England and Wales.

 

The largest and smallest company which prepares group accounts is Virax Biolabs Group Limited, BioCity Glasgow, Bo'Ness Road, Newhouse, Lanarkshire, ML1 5UH. Copies of the consolidated accounts can be obtained from https://ir.viraxbiolabs.com/financial-information/.

VIRAX BIOLABS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
23
Prior period adjustment

During the current financial year, the company submitted a retrospective claim for Research and Development (R&D) refunds relating to qualifying expenditure incurred in the years ended 31 March 2024 and 31 March 2023. The claims resulted in refunds totaling £315,765 which was not previously recognised due to the absence of sufficient supporting evidence at the time the prior year financial statements were authorised.

Reconciliation of changes in equity
1 April
31 March
2023
2024
£
£
Adjustments to prior year
Inclusion of R&D refund in respect to prior periods
-
315,765
Equity as previously reported
(815,579)
(2,654,189)
Equity as adjusted
(815,579)
(2,338,424)
Analysis of the effect upon equity
Profit and loss reserves
-
315,765
Reconciliation of changes in loss for the previous financial period
2024
£
Adjustments to prior year
Inclusion of R&D refund in respect to prior periods
315,765
Loss as previously reported
(2,033,207)
Loss as adjusted
(1,717,442)
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