Dxcover Limited Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: SC535447

Dxcover Limited

Filleted Unaudited Financial Statements

For the year ended

31 December 2024

Dxcover Limited

Statement of Financial Position

31 December 2024

	2024		2023
Note	£	£	£

Fixed assets

Intangible assets	5	7,194,245	4,683,028
Tangible assets	6	88,678	104,460
		------------	------------
		7,282,923	4,787,488

Current assets

Debtors	7	1,201,828	697,784
Cash at bank and in hand		824,171	5,061,522
		------------	------------
		2,025,999	5,759,306

Creditors: amounts falling due within one year	8	311,421		450,922
		------------		------------
Net current assets			1,714,578	5,308,384
			------------	-------------
Total assets less current liabilities			8,997,501	10,095,872

Provisions	295,901	273,388
	------------	-------------
Net assets	8,701,600	9,822,484
	------------	-------------

Capital and reserves

Called up share capital	10	12,616	12,616
Share premium account		12,211,654	12,211,654
Other reserves		221,365	123,205
Profit and loss account		( 3,744,035)	( 2,524,991)
		-------------	-------------
Shareholders funds		8,701,600	9,822,484
		-------------	-------------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;

- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .

Dxcover Limited

Statement of Financial Position (continued)

31 December 2024

These financial statements were approved by the board of directors and authorised for issue on 10 September 2025 , and are signed on behalf of the board by:

Dr MJ Baker	JRF Duncan
Director	Director

Company registration number: SC535447

Dxcover Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in Scotland. The address of the registered office is Suite RC534, Royal College Building, 204 George Street, Glasgow, G1 1XW, Scotland.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity Going concern The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. On this basis, they continue to adopt the going concern basis of accounting in preparing these financial statements.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Patents, trademarks and licences	-	15 years straight line

Development costs are amortised at the point of being ready for sale.

Research and development policy

Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Plant and machinery	-	50% straight line
Fixtures and fittings	-	20% - 50% straight line
Computer equipment	-	50% straight line

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Grants

Grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Grants are recognised using the performance model. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial assets, which include trade and other debtors, taxes receivable and cash at bank, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Basic financial liabilities, which include trade and other creditors, bank and other loans and taxes due are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. At each reporting date the company assesses whether there is objective evidence that any financial asset has been impaired. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due. The amount of the provision is recognised immediately in profit or loss.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Share-based payments

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met. Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification. Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately. Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 24 (2023: 22 ).

5. Intangible assets

	Development costs	Patents, trademarks and licences	Total
	£	£	£
Cost
At 1 January 2024	4,542,912	173,580	4,716,492
Additions	2,457,552	69,045	2,526,597
	------------	---------	------------
At 31 December 2024	7,000,464	242,625	7,243,089
	------------	---------	------------
Amortisation
At 1 January 2024	–	33,464	33,464
Charge for the year	–	15,380	15,380
	------------	---------	------------
At 31 December 2024	–	48,844	48,844
	------------	---------	------------
Carrying amount
At 31 December 2024	7,000,464	193,781	7,194,245
	------------	---------	------------
At 31 December 2023	4,542,912	140,116	4,683,028
	------------	---------	------------

6. Tangible assets

	Plant and machinery	Fixtures and fittings	Equipment	Total
	£	£	£	£
Cost
At 1 January 2024	251,576	65,287	61,175	378,038
Additions	63,058	538	13,759	77,355
Disposals	–	–	( 2,098)	( 2,098)
	---------	--------	--------	---------
At 31 December 2024	314,634	65,825	72,836	453,295
	---------	--------	--------	---------
Depreciation
At 1 January 2024	177,021	52,751	43,806	273,578
Charge for the year	71,821	7,763	13,555	93,139
Disposals	–	–	( 2,100)	( 2,100)
	---------	--------	--------	---------
At 31 December 2024	248,842	60,514	55,261	364,617
	---------	--------	--------	---------
Carrying amount
At 31 December 2024	65,792	5,311	17,575	88,678
	---------	--------	--------	---------
At 31 December 2023	74,555	12,536	17,369	104,460
	---------	--------	--------	---------

7. Debtors

	2024	2023
	£	£
Trade debtors	–	64,739
Other debtors	1,201,828	633,045
	------------	---------
	1,201,828	697,784
	------------	---------

8. Creditors: amounts falling due within one year

	2024	2023
	£	£
Bank loans and overdrafts	629	2,068
Trade creditors	181,020	321,491
Social security and other taxes	41,046	44,616
Other creditors	88,726	82,747
	---------	---------
	311,421	450,922
	---------	---------

9. Share-based payments

Certain employees had been granted options to subscribe for shares in the company under share option schemes as follows: The EMI options held at 31 December 2024 are shown below:

		Number of shares
	Option exercise period February 2022 to February 2032	247,151

The Unapproved options held at 31 December 2024 are shown below:

Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:

	2024		2023
	No.	WAEP	No.	WAEP
Outstanding at 1 January 2024	355,584	0.11	355,584	0.11
Granted during the year	405,000	0.81	–	–
	---------	-----	---------	-----
Outstanding at 31 December 2024	760,584	–	355,584	–
	---------	-----	---------	-----

Exercisable at 31 December 2024	53,999	–	139,096	–
	---------	-----	---------	-----

The total expense recognised in profit or loss for the year is as follows:

	2024	2023
	£	£
Equity-settled share-based payments	98,160	7,276
	--------	-------

The estimated fair values were calculated by applying the Black-Scholes option pricing model. The model inputs were 2024 Share price at grant date £0.010 - £0.89 Exercise price £0.81 Expected volatility 70% Expected life 10 years Risk free interest rate 0.172% - 3.86% Dividend yield 0%

10. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 0.001 each	12,616,184	12,616	12,616,184	12,616
	-------------	--------	-------------	--------

11. Events after the end of the reporting period

Post year end the company has conducted an investment round. As at date of signature of the accounts 2,496,952 shares have been issued Post year end the company has conducted an investment round. As at date of signature of the accounts 2,496,952 shares have been issued for a consideration of £5,043,841. a consideration of £5,043,841.