Company registration number SC788503 (Scotland)
VIRAX BIOLABS UK OPERATING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
VIRAX BIOLABS UK OPERATING LIMITED
COMPANY INFORMATION
Director
J A C Foster
(Appointed 7 November 2023)
Company number
SC788503
Registered office
Biocity Glasgow
Bo'Ness Road
Newhouse
Lancashire
United Kingdom
ML1 5UH
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 OPERATING 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 - 14
VIRAX BIOLABS UK OPERATING LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 1 -

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

Principal activities

The company began trading on 7 November 2023.

 

The principal activity of the company was that of 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 period and up to the date of signature of the financial statements was as follows:

J A C Foster
(Appointed 7 November 2023)
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.

On behalf of the board
J A C Foster
Director
21 July 2025
VIRAX BIOLABS UK OPERATING LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE PERIOD 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 OPERATING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VIRAX BIOLABS UK OPERATING LIMITED
- 3 -
Opinion

We have audited the financial statements of Virax Biolabs UK Operating Limited (the 'company') for the period 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 1.3 in the financial statements, the company requires support from the ultimate parent company, which indicates 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 directors’ 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 OPERATING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF VIRAX BIOLABS UK OPERATING 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 OPERATING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF VIRAX BIOLABS UK OPERATING 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 member 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 member those matters we are required to state to the member 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 member, 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
United Kingdom
ME14 3EN
VIRAX BIOLABS UK OPERATING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2025
- 6 -
Period
ended
31 March
2025
Notes
£
Turnover
3
932
Cost of sales
(757)
Gross profit
175
Administrative expenses
(241,809)
Loss before taxation
(241,634)
Tax on loss
-
0
Loss for the financial period
(241,634)

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

VIRAX BIOLABS UK OPERATING LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 7 -
2025
Notes
£
£
Current assets
Debtors
7
14,493
Cash at bank and in hand
149,121
163,614
Creditors: amounts falling due within one year
8
(405,148)
Net current liabilities
(241,534)
Capital and reserves
Called up share capital
10
100
Profit and loss reserves
11
(241,634)
Total equity
(241,534)

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. SC788503
VIRAX BIOLABS UK OPERATING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2025
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 7 November 2023
100
-
0
100
Period ended 31 March 2025:
Loss and total comprehensive income for the period
-
(241,634)
(241,634)
Balance at 31 March 2025
100
(241,634)
(241,534)
VIRAX BIOLABS UK OPERATING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
- 9 -
1
Accounting policies
Company information

Virax Biolabs UK Operating Limited is a private company limited by shares incorporated in Scotland. The registered office is Biocity Glasgow, Bo'Ness Road, Newhouse, Lancashire, United Kingdom, ML1 5UH.

1.1
Reporting period

The financial period has been lengthened to 17 months, this is to be inline with fellow group companies after incorporation in November 2023. As this is the first reporting period of the entity, no comparative amounts are presented in the financial statements.

1.2
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 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/.

VIRAX BIOLABS UK OPERATING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 10 -
1.3
Going concern

Atruet 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 £241,634 during the period ended 31 March 2025 and, as of that date, current liabilities exceeding total assets by £241,534, 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.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and 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 the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

1.5
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.

1.6
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.

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

1.7
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.

1.8
Retirement benefits

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

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.

3
Turnover
2025
£
Turnover analysed by class of business
Sales of goods
932
VIRAX BIOLABS UK OPERATING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 12 -
4
Operating loss
2025
Operating loss for the period is stated after charging:
£
Exchange losses
986
5
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the company
10,000
For other services
All other non-audit services
2,750
6
Employees

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

2025
Number
2

Their aggregate remuneration comprised:

2025
£
Wages and salaries
92,385
Social security costs
9,620
Pension costs
5,201
107,206
7
Debtors
2025
Amounts falling due within one year:
£
Other debtors
3,696
Prepayments and accrued income
10,797
14,493
VIRAX BIOLABS UK OPERATING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 13 -
8
Creditors: amounts falling due within one year
2025
£
Trade creditors
1,457
Amounts owed to group undertakings
384,041
Accruals and deferred income
19,650
405,148

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

9
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
5,201

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.

10
Share capital
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
100
100

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

11
Profit and loss reserves

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

12
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.

VIRAX BIOLABS UK OPERATING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 14 -
13
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/.

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