Company No:
Contents
| DIRECTORS | D G Baynes |
| J D Beatson-Hird | |
| Prof Sir R S Jones OBE (Resigned 16 January 2025) | |
| Prof M G Wyllie |
| SECRETARY | J C Phillips |
| REGISTERED OFFICE | Aberllech |
| Pentre Bach | |
| Brecon | |
| LD3 8UB | |
| Wales | |
| United Kingdom |
| COMPANY NUMBER | 05115093 (England and Wales) |
| ACCOUNTANT | S&W Partners LLP |
| 4th Floor Cumberland House | |
| 15-17 Cumberland Place | |
| Southampton | |
| Hampshire | |
| SO15 2BG |
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Fixed assets | ||||
| Investments | 4 |
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| 1,000 | 5,001,000 | |||
| Current assets | ||||
| Debtors | 5 |
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| Cash at bank and in hand |
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| 81,801 | 65,566 | |||
| Creditors: amounts falling due within one year | 6 | (
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| Net current liabilities | (2,330,845) | (2,211,373) | ||
| Total assets less current liabilities | (2,329,845) | 2,789,627 | ||
| Net (liabilities)/assets | (
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| Capital and reserves | ||||
| Called-up share capital |
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| Share premium account |
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| Capital redemption reserve |
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| Profit and loss account | (
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| Total shareholders' (deficit)/funds | (
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Directors' responsibilities:
The financial statements of Morvus Technology Limited (registered number:
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J D Beatson-Hird
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Morvus Technology Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Aberllech, Pentre Bach, Brecon, LD3 8UB, Wales, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The functional currency of Morvus Technology Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
These financial statements are separate financial statements.
The Company made a loss after tax for the year of £5,119,472 (2023 - £176,687) and had net current liabilities of £2,329,845 (2023 - £2,211,373) at 31 October 2024.
The directors have prepared cash flow forecasts for the 12-month period from the date of their approval of the financial statements. These forecasts do not currently include additional support from investors but the directors recognise that they may become reliant on additional cash in order to meet future debts as they fall due since the forecasts rely on income from third parties which is uncertain.
The directors have concluded that these circumstances represent a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern and that, therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, the directors are confident that they have a number of probable investment sources and other strategies, and therefore consider that it is appropriate to prepare the financial statements on a going concern basis. The financial statements therefore do not include any adjustments that would result if the Company was unable to continue as a going concern.
Group accounts exemption s399
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.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Investments in subsidiaries are measured at cost less accumulated impairment.
Trade and other debtors and creditors are classified as basic financial instruments and measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.
Valuation of investments
At each reporting date, the valuation of investments is reviewed to identify indicators of impairment. The directors consider that the valuation of £1,000 is appropriate at 31 October 2024.
| 2024 | 2023 | ||
| Number | Number | ||
| Monthly average number of persons employed by the Company during the year, including directors |
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Investments in subsidiaries
| 2024 | |
| £ | |
| Cost | |
| At 01 November 2023 |
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| At 31 October 2024 |
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| Provisions for impairment | |
| At 01 November 2023 |
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| Impairment |
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| At 31 October 2024 |
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| Carrying value at 31 October 2024 |
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| Carrying value at 31 October 2023 |
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The £1,000 investment in subsidiaries is comprised of a £1,000 investment in Gordian Pharma Limited.
In the year to 31 October 2020, the £100 investment in Pelythera Pharma was struck off and fully impaired.
In the year to 31 October 2024, the £5,000,000 investment in Cardiff Protides Limited was struck off and fully impaired.
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| £ | £ | ||
| Amounts owed by Group undertakings |
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| Prepayments |
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| VAT recoverable |
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| Other debtors |
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| 2024 | 2023 | ||
| £ | £ | ||
| Trade creditors |
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| Amounts owed to Group undertakings |
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| Other loans |
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| Other taxation and social security |
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| Other creditors |
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During the year Morvus Technology Limited undertook the following related party transactions:
The Company was charged £Nil (2023 - £Nil) in relation to directors' services by IP Group PLC (of which D G Baynes is a director).
At the year end, the Company owed £20,852 (2023 - £20,852) in relation to directors' services by Men's Health Ltd (of which Prof M G Wyllie is a director).
The Company was charged £18,000 (2023 - £18,000) in relation to directors' services by Urodoc Limited (of which Prof M G Wylie is a director). At the year end, Urodoc Limited was owed £21,600 (2023 - £21,600).
The Company was charged £78,000 (2023 - £78,000) in relation to directors' services by Norwood Capital Ltd (of which J D Beatson-Hird is a partner). At the year end, Norwood Capital Ltd was owed £1,875 (2023 - £1,875).
At the year end, the Company owed £1,666 (2023 - £2,469) in relation to management services performed by J C Phillips.
The Company was charged £42,000 (2023 - £42,000) in relation to rent and additional expenses by Aberllech Estates Ltd (of which Mr J Beatson-Hird is a partner). At the year end, Aberllech Estates Ltd was owed £25,200 (2023 - £25,200).
During the year, the Company invoiced Gordian Pharma Limited (a company in which Morvus Technology Limited is a controlling shareholder) £108,820 (2023 - £107,841) for management and cost recharges.
At the year end, the Company was owed £3,469 (2023 - £4,472) by Gordian Pharma Limited and owed £1,000 (2023 - £1,000) to Gordian Pharma Limited in relation to unpaid share capital.
Share premium account
The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of nominal value.
Capital redemption reserve
This reserve relates to the nominal value of shares that the Company has bought back.
Profit and loss account
This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.
On 11 August 2020, the Remuneration Committee resolved to allot 25 million options to four options holders with an exercise price of £0.001. 80% of these options vested on issue with 20% vesting on the first anniversary of the allotment with the exercise period ending on 11 August 2025.
During the prior year to 31 October 2023, registered holders of warrants exercised their subscription rights in respect of 7,176,472 Ordinary shares of £0.001 each valued at £0.001, resulting in a total consideration of £7,176.
During the prior year to 31 October 2023, a registered holder of share options exercised their subscription rights in respect of 2,500,000 Ordinary shares of £0.001 each for a total consideration of £2,500.
On 27 November 2022, 5,882,348 previously allotted warrants lapsed.
At the year-end 31 October 2024, unpaid share capital amounting to £1,529 was written off from the Balance Sheet, with a corresponding debit charge to the Profit and Loss.