|
| We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: |
| ● |
the Statement of Financial Position as at 31 March 2026; |
| ● |
the Statement of Comprehensive Income for the year then ended; |
| ● |
the Statement of Changes in Equity for the year then ended; |
| ● |
the Statement of Cash Flows for the year then ended; and |
| ● |
the notes to the financial statements, comprising material accounting policy information and other explanatory information. |
|
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
|
| Independence |
| We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. |
|
| Material uncertainty related to going concern |
| In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 3 to the financial statements concerning the company’s ability to continue as a going concern. The company is reliant on financial support from the Group and the Group will need to raise additional funding by the first quarter of 2027 in order to continue its planned operations, which has not yet been secured. |
|
| These conditions, along with the other matters explained in note 3 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern. |
|
| In auditing the financial statements, we have concluded that the 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. |
|
| Independent auditors' report |
| to the members of Replimune Limited (continued) |
|
| Reporting on other information |
| The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. |
|
| In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities. |
|
| With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the Companies Act 2006 have been included. |
|
| Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. |
|
| Strategic report and Directors’ Report |
| In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 March 2026 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. |
|
| In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report. |
|
| Responsibilities for the financial statements and the audit |
|
| Responsibilities of the directors for the financial statements |
| As explained more fully in the Statement of directors’ responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
|
| Independent auditors' report |
| to the members of Replimune Limited (continued) |
|
| Responsibilities for the financial statements and the audit (continued) |
|
| Auditors’ 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 auditors’ 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. |
|
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. |
|
| Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to misappropriation of cash. Audit procedures performed by the engagement team included: |
| ● |
Inquiries of management to identify any known or suspected instances of non compliance with laws and regulations and fraud; |
| ● |
Evaluation of management's controls designed to prevent and detect irregularities; |
| ● |
Testing journal entries posted with unusual account combinations which credit cash; |
| ● |
Reading Board meeting minutes to determine if any known or suspected fraud or non-compliance with laws and regulations have been identified; |
| ● |
Incorporating an element of unpredictability into our audit; and |
| ● |
Performing a review of financial statement disclosures for compliance with Companies Act 2006. |
|
| There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
|
| A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report. |
|
| Use of this report |
| This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. |
|
| Independent auditors' report |
| to the members of Replimune Limited (continued) |
|
| Other required reporting |
| Companies Act 2006 exception reporting |
|
| Under the Companies Act 2006 we are required to report to you if, in our opinion: |
| ● |
we have not obtained all the information and explanations we require for our audit; or |
| ● |
adequate accounting records have not been kept by the company or returns adequate for our audit have not been received from branches not visited by us; or |
| ● |
the company's financial statements are not in agreement with the accounting records and returns; or |
| ● |
certain disclosures of directors's remuneration specified by law are not made. |
|
| We have no exceptions to report arising from this responsibility. |
|
|
|
|
|
| Ruth Ashman-Wutte (Senior Statutory Auditor) |
| for and on behalf of PricewaterhouseCoopers LLP |
| Chartered Accountants and Statutory Auditors |
| Reading |
| 16 July 2026 |
|
| Replimune Limited |
| Notes to the Financial Statements |
| for the year ended 31 March 2026 |
|
|
| 1 |
General information |
|
|
Replimune Limited (the "Company") is a private company limited by shares incorporated and domiciled in England. The Company has an immediate and ultimate parent company, Replimune Group, Inc., a company incorporated in the United States of America. The addresses of its registered office and principal place of business, and its principal activities are disclosed in the Directors' Report. |
|
|
| 2 |
Functional currency for statutory reporting |
|
|
Management regularly evaluate the functional currency to determine if there are any circumstances which would indicate the need for a change in the functional currency. The examination of the primary and secondary indicators in line with IAS 21 lead management to conclude that it was appropriate under IAS 21 to change the functional currency for the Replimune Limited statutory accounts from £ Sterling to US Dollars. Management elected to change the Company's presentational currency from £ Sterling to US Dollars, with both changes effective from the year ended 31 March 2023. |
|
|
The change in presentational currency from £ Sterling to US Dollars was applied retrospectively such that the previously reported accumulated loss in £ Sterling at 31 March 2021 was translated into US Dollars at the relevant average annual historical exchange rate and as a result a Cumulative Translation Adjustment arose. The Cumulative Translation Adjustment would be reclassified from Equity to the Statement of Comprehensive Income upon the disposal of the business. |
|
|
US Dollar denominated transactions arising during the years ended 31 March 2026 and 31 March 2025 are maintained at their US Dollar original value and all other transactions are retranslated to US Dollars using the average rate for the month. |
|
|
The year end closing figures are translated at the US Dollar spot rate for monetary assets and liabilities, with non monetary assets and liabilities held using a historical cost basis. |
|
|
| 3 |
Material accounting policies |
|
|
Basis of preparation |
|
(i) Compliance with IFRS |
|
The financial statements of Replimune Limited have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. |
|
|
(ii) Historical cost convention |
|
The financial statements have been prepared on a historical cost basis, except for tax credit receivable which is measured at fair value. |
|
| 3 |
Material accounting policies (continued) |
|
|
(iii) New and amended standards adopted by the Company |
|
The Company has applied the following amendments for the first time for its annual reporting period commencing 1 April 2025: |
|
|
- Amendments to IAS21 - Lack of Exchangeability |
|
|
The Company has not elected to adopt any amendments early. |
|
|
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. |
|
|
The accounting policies have been applied consistently, other than where new policies have been adopted. |
|
|
(iv) New standards and interpretations not yet adopted |
|
Certain new accounting standards and interpretations have been published that are not mandatory for 31 March 2026 reporting periods and have not been early adopted by the Company. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. |
|
|
(v) Going concern |
|
The ability of the Company to continue as a going concern is contingent on the ongoing viability of the ultimate parent company. The Company has received written assurances that it will receive financial support from Replimune Group, Inc. (the “Group”), either in the form of short-term loans and/or additional equity to enable it to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. |
|
|
Based on its current operating plan, the Group expects to continue to generate operating losses for the foreseeable future and that its existing cash, cash equivalents and short-term investments will be sufficient to fund its operating expenses and capital expenditure requirements only into the first calendar quarter of 2027, which is less than one year from the date these financial statements are issued. The Group does not have any committed source of additional funding and will be required to obtain additional financing to fund its operations beyond that date. |
|
|
Currently, the Group is collaborating with the FDA regarding a path forward for RP1 and, if the BLA is approved, the Group will determine the best source of capital, which may be raising additional capital through public or private equity offerings (including under our at-the-market facilities), although there can be no guarantee that the Group will be able to raise such capital on acceptable terms, or at all. If the BLA is not approved, the Group will likely need to; (i) execute a considerable restructuring and workforce reduction to reduce their cash burn, (ii) reconsider their product development efforts and strategies, and (iii) pursue collaborations, strategic alliances, licensing arrangements, business combination, merger or acquisition, or other strategic business development activities in order to continue operations. |
|
|
As such, these circumstances indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. These financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern. |
|
| 3 |
Material accounting policies (continued) |
|
|
Property, plant and equipment |
|
These assets are measured at cost less accumulated depreciation and any accumulated impairment losses. |
|
|
For right of use assets, cost comprises an amount equal to the initial lease liability recognised, adjusted to include any payments for the right to use the asset, initial direct costs incurred and estimated costs for dismantling, removing and restoring the asset at the end of the lease term. Lease incentives receivable from the lessor are recognised as a reduction in costs. Depreciation on right of use assets is charged on a straight-line basis over the shorter of the useful economic life of the asset and the lease term. |
|
Depreciation is provided on all property, plant and equipment, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: |
|
|
Improvements to leasehold premises |
: |
33% on cost |
|
Fixtures, fittings, tools and equipment |
: |
20% on cost |
|
Right of use asset: Property |
: |
shorter of the asset's useful life and the lease term on a straight-line basis |
|
|
Assets under construction are carried at cost until works are complete and assets can be capitalised and depreciated in accordance with the applicable accounting policy. |
|
|
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. |
|
|
Impairment of non-financial assets |
|
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset's recoverable amount. |
|
|
An asset's recoverable amount is the higher of an asset's fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where cash inflows are not independent for an individual asset, they are grouped at the lowest levels for which there are separately identifiable cash inflows. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. |
|
| 3 |
Material accounting policies (continued) |
|
|
Cash and cash equivalents |
|
Cash is represented by cash deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
|
|
Financial instruments - initial recognition and subsequent measurement |
|
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The carrying value of the financial instruments as of 31 March, 2026, approximates the fair value. |
|
|
Financial assets |
|
All financial assets, such as other receivables, are measured at amortised cost as these assets are held with the objective to collect the contractual cash flows and the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest. There are no trade receivables as at 31 March 2026 or at 31 March 2025. Other receivables are measured at fair value, typically transaction price and subsequently measured at amortised cost less any impairment. Interest income from these financial assets is included in finance income using the effective interest rate method. |
|
Impairment of financial assets |
|
The Company assesses, at each reporting date, whether there is any objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred 'loss event'), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Impairment losses are presented within the relevant expense category to which the asset relates in profit or loss. |
|
|
Financial liabilities |
|
The Company's financial liabilities include trade and other payables. All financial liabilities are recognised initially at fair value. |
|
|
(a) Trade and other payables |
|
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. |
|
|
Share capital |
|
Ordinary, Seed Preferred and Series A shares are classified as equity. Any legal and professional fees associated with the issue of new ordinary shares or options are treated as an administrative expense. |
|
| 3 |
Material accounting policies (continued) |
|
|
Share-based payments |
|
The ultimate parent company, Replimune Group, Inc., has issued equity settled share-based awards (also referred to as "share options" herein) to certain employees of Replimune Limited. The charge relating to these awards in respect of employees of the company has been reflected in these financial statements in accordance with IFRS 2 'Share-based Payment' although they do not relate to the shares of the company. A fair value for the equity settled share awards is measured at the date of grant, and this is recognised as a charge to the Statement of Comprehensive Income over the vesting period. The fair value of the options granted exclude the impact of any service and non-market performance vesting conditions. Non-market performance and service conditions are included in the assumptions about the number of options that are expected to vest. |
|
|
The ultimate parent company measures the fair value using the Black-Scholes model. Where the amount is a capital contribution to the Company from Replimune Group, Inc., a corresponding entry is made to equity, as seen in the statement of changes in equity . Where the amount is a cost recharge to the Company from Replimune Group, Inc., a corresponding entry is made to amounts due to group undertakings. |
|
|
Taxation |
|
Income tax is recognised or provided at amounts expected to be recovered or paid using the tax rates and tax laws that have been enacted or substantively enacted at the year end date. |
|
|
Current tax includes research and development tax credits, which are calculated in accordance with the UK research and development tax credit regime that is applicable to small and medium sized companies. |
|
|
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. |
|
|
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. |
|
|
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. |
|
|
Current and deferred tax assets and liabilities are not discounted and no deferred income tax assets and liabilities are offset in these financial statements. |
|
|
Foreign currency translation |
|
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. |
|
|
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis, within "other gains/(losses)". |
|
|
| 3 |
Material accounting policies (continued) |
|
|
Leases |
|
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the applicable incremental borrowing rate, which is the rate that, as a lessee, the Company would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period, so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. |
|
|
The lease liability is subsequently measured at amortised cost using the effective interest method and is remeasured when there is a change in future lease payments or if the assessment of whether the Company will exercise a purchase, extension or termination option changes. |
|
|
The policies adopted and the details of the effect of adopting the standard, are set out in note 16 to these financial statements. |
|
|
Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. |
|
|
Measurement of lease liabilities |
|
The majority of the Company's leases relate to property. A lease liability is recognised when the Company obtains control of the right-to use asset, that is the subject of the lease. Interest is charged to finance costs. |
|
|
At inception, the Company evaluates whether is reasonably certain that any option to extend the lease will be exercised. Normally, where the initial term of a lease at inception is for at least five years, it would be unusual to consider such options at the inception of the lease. The Company will continue to monitor the likelihood of exercising such options throughout the initial lease term. When the Company is committed to extending the lease and where the lessor has consented to such an extension, the Company will consider the option to be reasonably certain to be exercised. In such circumstances, the right of use asset and the lease liabilities recognised are adjusted to reflect the extended term. |
|
|
Research and development |
|
Research and development costs are written off as incurred, as the technical and commercial feasibility of any resultant asset for sale or use has yet to be established. |
|
|
Pensions |
|
Contributions to defined contribution plans are expensed in the period to which they relate. |
|
|
Consolidation |
|
The Company is a wholly owned subsidiary of Replimune Group, Inc., and is included in the consolidated financial statements of Replimune Group, Inc., which are publicly available (see note 22). Consequently, the Company has taken advantage of the exemption from preparing consolidated financial statements under the terms of section 401 of the Companies Act 2006. |
|
|
| 4 |
Critical accounting estimates and judgements |
|
|
The Company makes estimates and judgements concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. |
|
|
There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
|
|
| 5 |
Directors' emoluments |
2026 |
|
2025 |
| $ |
$ |
|
Director remunerated by the Company: |
|
|
Salary |
- |
|
203,636 |
|
|
|
|
|
|
- |
|
203,636 |
|
|
|
|
|
|
|
|
|
|
The above represents the highest paid director who did not exercise any share options in the current or previous year. No directors accrued retirement benefits under the defined contribution pension scheme of the Company in the current or previous year. In the current year, no directors are remunerated by the Company (2025: 1). This is due to the individual no longer being a director of the Company. |
|
|
For the year ended 31 March 2026, the directors were not remunerated by the Company. Costs were borne out of Replimune Group, Inc. |
|
| 6 |
Staff costs |
2026 |
|
2025 |
| $ |
$ |
|
|
Wages and salaries |
5,812,038 |
|
4,814,172 |
|
Equity-settled share-based payments (see note 19) |
1,527,989 |
|
626,769 |
|
Social security costs |
660,024 |
|
448,716 |
|
Other pension costs |
802,633 |
|
640,938 |
|
|
|
|
|
|
8,802,684 |
|
6,530,595 |
|
|
|
|
|
|
|
|
|
|
|
Monthly average number of employees during |
2026 |
|
2025 |
|
the financial year |
Number |
Number |
|
|
Administration |
2 |
|
2 |
|
Research and development |
77 |
|
66 |
|
|
|
|
|
|
79 |
|
68 |
|
|
|
|
|
|
|
|
|
|
The Company employed 77 staff as at 31 March 2026 (2025: 74). |
|
|
| 7 |
Other losses/(gains) |
2026 |
|
2025 |
| $ |
$ |
|
|
Exchange loss/(gain) on monetary assets |
256,516 |
|
(343,563) |
|
|
|
|
|
|
|
|
|
|
| 8 |
Operating loss |
2026 |
|
2025 |
| $ |
$ |
|
The operating loss is stated after charging/ (crediting): |
|
Research and development expenditure (including staff costs but excluding recharges from the ultimate parent company) |
|
12,345,461 |
|
10,270,230 |
|
Equity-settled share-based payments (note 19) |
1,527,989 |
|
626,769 |
|
Services provided by the Company's auditors; |
|
- fee payable for the audit |
114,520 |
|
119,458 |
|
- fees payable for tax compliance and other services |
56,859 |
|
72,223 |
|
Depreciation -excluding right of use asset (note 12) |
541,745 |
|
709,618 |
|
Depreciation -right of use asset (note 12) |
312,457 |
|
165,840 |
|
Intercompany charges -general and administrative expenses |
24,298,577 |
|
18,056,506 |
|
Intercompany charges -research and development expenditure |
207,473,856 |
|
184,540,246 |
|
Exchange loss/(gain) on monetary assets (note 7) |
256,516 |
|
(343,563) |
|
|
|
|
|
|
|
|
|
|
Intercompany charges represent costs recharged from the ultimate parent company, Replimune Group, Inc., to Replimune Limited, in respect of services where the costs are incurred by the ultimate parent but the company receives the service. |
|
|
| 9 |
Finance income |
2026 |
|
2025 |
| $ |
$ |
|
|
Bank interest receivable |
75,262 |
|
70,209 |
|
|
|
|
|
|
|
|
|
|
| 10 |
Finance costs |
2026 |
|
2025 |
| $ |
$ |
|
|
Interest expense on lease liability |
|
|
|
|
248,767 |
|
279,833 |
|
|
|
|
|
|
|
|
|
|
| 11 |
Income tax |
2026 |
|
2025 |
| $ |
$ |
|
Analysis of income tax credit in year |
|
Current tax: |
|
UK corporation tax on losses for the financial year |
(1,604,188) |
|
(1,772,635) |
|
Current income tax charge on profit on ordinary activities |
1,604,188 |
|
1,772,635 |
|
|
Deferred tax |
- |
|
- |
|
|
Total Income tax charge on profit on ordinary activities |
1,604,188 |
|
1,772,635 |
|
|
|
|
|
|
|
|
|
|
Factors affecting tax credit for year |
|
The differences between the tax assessed for the year and the standard rate of corporation tax in the UK are explained as follows: |
|
|
|
|
|
|
2026 |
|
2025 |
| $ |
$ |
|
Loss on ordinary activities before tax |
249,278,562 |
|
216,465,950 |
|
|
Standard rate of corporation tax in the UK |
25% |
|
25% |
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK |
|
62,319,641 |
|
54,116,488 |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
(544,567) |
|
(181,088) |
|
Qualifying R&D expenditure |
(1,790,048) |
|
(1,910,765) |
|
Qualifying R&D credit |
2,136,096 |
|
2,292,918 |
|
Losses carried forward |
(61,756,258) |
|
(53,779,625) |
|
Other (including currency retranslations) |
1,239,324 |
|
1,234,707 |
|
|
Total income tax credit for the financial year |
1,604,188 |
|
1,772,635 |
|
|
|
|
|
|
|
|
|
|
A deferred tax asset is not recognised within these financial statements on local currency losses of $986,980,593 (2025: $732,469,156) that remain unrelieved and carried forward. There is uncertainty as to whether there will be sufficient taxable profits in the future to offset this amount. |
|
|
Similarly, a deferred tax liability of £Nil (2022: £Nil) is not provided for within these financial statements on capital allowances claimed in excess of the depreciation charges on the assets concerned. |
|
|
Factors that may affect future tax charges |
|
There are currently no new factors which may affect future tax charges. |
|
| 12 |
Property, plant and equipment |
|
|
|
|
|
Right of use asset: Property |
|
Fixtures, fittings, tools & equipment |
|
Total |
| $ |
$ |
$ |
$ |
|
|
Cost |
|
At 1 April 2024 |
1,402,442 |
|
2,846,738 |
|
2,224,038 |
|
6,473,218 |
|
Additions in the previous year |
- |
|
- |
|
303,252 |
|
303,252 |
|
Disposals in the previous year |
(83,174) |
|
- |
|
(24,243) |
|
(107,417) |
|
At 31 March 2025 |
1,319,268 |
|
2,846,738 |
|
2,503,047 |
|
6,669,053 |
|
Additions in the current year |
- |
|
- |
|
403,661 |
|
403,661 |
|
At 31 March 2026 |
1,319,268 |
|
2,846,738 |
|
2,906,708 |
|
7,072,714 |
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
At 1 April 2024 |
854,990 |
|
916,525 |
|
1,338,342 |
|
3,109,857 |
|
Charge for the previous year |
359,086 |
|
165,840 |
|
350,532 |
|
875,458 |
|
On disposals |
(23,397) |
|
- |
|
(24,243) |
|
(47,640) |
|
At 31 March 2025 |
1,190,679 |
|
1,082,365 |
|
1,664,631 |
|
3,937,675 |
|
Charge for the current year |
77,081 |
|
312,457 |
|
464,664 |
|
854,202 |
|
At 31 March 2026 |
1,267,760 |
|
1,394,822 |
|
2,129,295 |
|
4,791,877 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 March 2026 |
51,508 |
|
1,451,916 |
|
777,413 |
|
2,280,837 |
|
At 31 March 2025 |
128,589 |
|
1,764,373 |
|
838,416 |
|
2,731,378 |
|
|
|
|
|
|
|
|
|
|
| 13 |
Investment in subsidiary |
2026 |
|
2025 |
| $ |
$ |
|
|
Investment in Replimune (Ireland) Limited |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Details of the subsidiary company , which has been dormant since incorporation , are as follows: |
|
|
Name of the undertaking |
Address and country of incorporation or registration |
|
Proportion of nominal value of issued shares held by the Company |
|
|
Replimune (Ireland) Limited |
38 Upper Mount Street, Dublin 2, Dublin, Ireland |
|
|
100% |
|
|
| 14 |
Prepayments and other receivables |
2026 |
|
2025 |
| $ |
$ |
|
|
Amounts owed by group undertakings |
|
- |
|
61,470 |
|
Other debtors |
321,822 |
|
380,237 |
|
Prepayments |
470,747 |
|
666,922 |
|
|
|
|
|
|
792,569 |
|
1,108,629 |
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
|
|
| 15 |
Current tax receivable |
2026 |
|
2025 |
| $ |
$ |
|
|
Tax credit receivable |
3,360,927 |
|
3,724,980 |
|
|
|
|
|
|
|
|
|
|
| 16 |
Lease Liabilities |
|
|
On 4 April 2016 the Company entered into a lease on the business premises in Abingdon, Oxon for a principal rent of £279,016 per annum with a break clause on the fifth anniversary. On 29 June 2020 the Company entered into a Deed of Variation to extend the lease on the premises to 3 April 2031 at the same annual rent. On 1 November 2021 the Company entered into a second lease for adjoining premises for a principal rent of £82,000 per annum for 5 years. On 31 March 2023 the Company entered into a third lease for adjoining premises for a principal rent of £72,000 per annum for 5 years. |
|
|
The carrying value of the right of use assets included within property, plant and equipment as at 31 March 2026 is $1,451,916 (2025: $1,764,373). The following table summarises the future minimum lease payments under the Company`s lease liabilities: |
|
|
|
|
|
|
|
2026 |
|
2025 |
| $ |
$ |
|
|
Depreciation charge for the right of use assets: property |
(312,457) |
|
(165,840) |
|
Additions to the right of use assets |
- |
|
- |
|
Net book amount of right to use assets |
1,451,916 |
|
1,764,373 |
|
Interest expense on lease liabilities |
(248,767) |
|
(279,833) |
|
Cash outflow for leases – principal payments |
(433,286) |
|
(272,737) |
|
Cash outflow for leases – interest payments |
(248,767) |
|
(279,833) |
|
|
|
Analysis of lease liabilities: |
$ |
$ |
|
Present value of minimum lease payments due: |
|
In one year or less |
527,103 |
|
560,088 |
|
In more than one year but less than five years |
1,022,508 |
|
938,868 |
|
In more than five years |
- |
|
338,147 |
|
Present value of lease liabilities total |
1,549,611 |
|
1,837,103 |
|
|
|
|
|
|
|
|
|
|
Current portion |
527,103 |
|
560,088 |
|
Non-current portion |
1,022,508 |
|
1,277,015 |
|
|
|
|
|
|
|
|
|
|
| 17 |
Trade and other payables |
2026 |
|
2025 |
| $ |
$ |
|
|
Trade creditors |
640,728 |
|
631,139 |
|
Amounts owed to group undertakings |
|
24,198,806 |
|
40,309,556 |
|
Other taxes and social security costs |
262,050 |
|
208,561 |
|
Lease liability (see note 16) |
527,103 |
|
560,088 |
|
Accruals and deferred income |
2,534,532 |
|
1,915,311 |
|
|
|
|
|
|
28,163,219 |
|
43,624,655 |
|
|
|
|
|
|
|
|
|
|
All amounts included within trade and other payables are due within 12 months. Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
|
|
| 18 |
Called up share capital |
|
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
| Number |
Number |
$ |
$ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
500,000 |
|
500,000 |
|
446 |
|
446 |
|
Seed Preferred |
200,000 |
|
200,000 |
|
179 |
|
179 |
|
Series A Preferred |
864,553 |
|
864,553 |
|
874 |
|
874 |
|
|
|
|
|
|
1,499 |
|
1,499 |
|
|
|
|
|
|
|
|
|
|
The nominal value of all share classes is $0.001 per share. |
|
|
The Ordinary shares were allotted at par on incorporation. These shares rank behind the Series A shares in respect of dividends and behind the Series A and Seed Preferred shares on a liquidation event, but rank pari passu with all shares in all other respects. |
|
|
The Seed Preferred shares rank behind the Series A shares in respect of dividends, behind Series A shares but ahead of Ordinary shares on a liquidation event, but rank pari passu with all shares in all other respects. |
|
|
Series A Preferred shares rank ahead of the Ordinary and Seed Preferred shares in respect of dividends and on a liquidation event, but rank pari passu with all shares in all other respects. |
|
|
All classes of share carry the right of 1 vote per share and do not confer a right of redemption. There is no rate set for dividends on preferred shares. |
|
|
| 19 |
Share-based compensation |
|
|
The US parent company, Replimune Group, Inc. issues equity settled share-based payments to certain employees. Options granted are non-transferable and lapse on cessation of employment. The directors determined that the exercise prices at the date of each grant were not less than the fair market value of the shares. |
|
|
The 'Replimune Limited 2015 Enterprise Management Incentive Plan' was approved in February 2016, the 'Replimune Group, Inc. 2017 Equity Compensation Plan Nonqualified Stock Option Grant Agreement' was approved in July 2017, and the 'Replimune Group, Inc. 2018 Omnibus Incentive Compensation Plan Non-qualified Stock Option Grant Agreement' as well as the 2018 Omnibus Incentive Compensation Plan which provides for the grant of restricted stock units, were approved in July 2018. |
|
|
Options become vested and exercisable as to 25% of the shares subject to the option on the 1st anniversary of grant and monthly vesting thereafter over the next 36 months. Options may not be exercised after the 10th anniversary of the grant date and if not exercised by that date shall lapse. |
|
|
The vesting and exercisability of the options are cumulative, but shall not exceed 100% of the shares subject to the option. |
|
|
|
2026 |
|
|
|
2025 |
|
|
Average |
|
|
|
Average |
|
|
exercise price |
|
Number of |
|
exercise price |
|
Number of |
|
Summary of Non-Qualified Share |
per option |
|
options |
|
per option |
|
options |
|
options granted under the plan: |
$ |
|
No |
|
$ |
|
No |
|
|
At 1 April |
9.560 |
|
1,177,455 |
|
13.556 |
|
1,167,659 |
|
Granted during the year |
8.407 |
|
102,556 |
|
8.436 |
|
106,461 |
|
Exercised/ released during year |
13.562 |
|
(36,394) |
|
5.488 |
|
(1,896) |
|
Forfeited/ expired during year |
2.457 |
|
(20,855) |
|
19.474 |
|
(94,769) |
|
At 31 March |
12.422 |
|
1,222,762 |
|
9.560 |
|
1,177,455 |
|
|
|
|
|
|
|
|
|
|
Vested and exercisable |
12.857 |
|
1,038,961 |
|
12.809 |
|
961,033 |
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
|
2025 |
|
|
Average |
|
|
|
Average |
|
|
exercise price |
|
Number of |
|
exercise price |
|
Number of |
|
Summary of Restricted Stock Unit |
per option |
|
options |
|
per option |
|
options |
|
options granted under the plan: |
$ |
|
No |
|
$ |
|
No |
|
|
At 1 April |
10.796 |
|
296,745 |
|
23.714 |
|
246,056 |
|
Awarded during the year |
8.613 |
|
264,489 |
|
8.610 |
|
187,180 |
|
Exercised/ released during year |
12.951 |
|
(76,056) |
|
20.327 |
|
(61,287) |
|
Forfeited during the year |
9.367 |
|
(32,412) |
|
17.572 |
|
(75,204) |
|
At 31 March |
9.261 |
|
452,766 |
|
10.796 |
|
296,745 |
|
|
|
|
|
|
|
|
|
|
Vested /released |
- |
|
- |
|
- |
|
61,287 |
|
|
|
|
|
|
|
|
|
|
No Non-qualified or RSU share options in the 2 tables above expired during the year (2025: none). |
|
| 19 |
Share-based compensation (continued) |
|
|
Non-Qualified Share options outstanding at the end of the year have the following expiry dates and exercise prices: |
|
|
Non-Qualified Share options |
2026 |
|
2025 |
|
Grant date |
Expiry date |
|
Exercise price |
|
Share options |
|
Share options |
|
|
|
|
$ |
|
No |
|
No |
|
|
10-Mar-16 (EMI scheme) |
10-Mar-26 |
|
1.75 |
|
- |
|
16,215 |
|
12-Oct-16 (EMI scheme) |
12-Oct-26 |
|
1.75 |
|
10,644 |
|
12,842 |
|
10-Mar-17 |
10-Mar-27 |
|
1.75 |
|
16,716 |
|
16,716 |
|
26-Jul-17 |
26-Jul-27 |
|
3.30 |
|
200,676 |
|
201,199 |
|
02-Aug-17 |
02-Aug-27 |
|
3.30 |
|
9,946 |
|
9,946 |
|
31-Jan-18 |
31-Jan-28 |
|
3.83 |
|
9,946 |
|
9,946 |
|
19-Jul-18 |
19-Jul-28 |
|
15.00 |
|
142,924 |
|
145,274 |
|
26-Sep-18 |
26-Sep-28 |
|
17.63 |
|
1,500 |
|
1,500 |
|
28-Nov-18 |
28-Nov-28 |
|
15.00 |
|
4,000 |
|
6,500 |
|
10-Dec-18 |
10-Dec-28 |
|
14.00 |
|
500 |
|
500 |
|
11-Feb-19 |
11-Feb-29 |
|
16.24 |
|
3,000 |
|
3,000 |
|
11-Mar-19 |
11-Mar-29 |
|
11.14 |
|
2,500 |
|
2,500 |
|
01-Apr-19 |
01-Apr-29 |
|
15.50 |
|
100,746 |
|
102,034 |
|
08-Apr-19 |
08-Apr-29 |
|
16.75 |
|
5,700 |
|
5,700 |
|
01-Jul-19 |
01-Jul-29 |
|
14.00 |
|
3,000 |
|
5,500 |
|
01-Apr-20 |
01-Apr-30 |
|
9.78 |
|
186,257 |
|
192,182 |
|
01-Mar-21 |
01-Mar-31 |
|
35.42 |
|
11,000 |
|
11,000 |
|
01-Apr-21 |
01-Apr-31 |
|
31.58 |
|
68,470 |
|
70,630 |
|
04-May-21 |
04-May-31 |
|
32.53 |
|
17,200 |
|
17,200 |
|
16-Aug-21 |
16-Aug-31 |
|
29.78 |
|
1,390 |
|
1,390 |
|
11-Oct-21 |
11-Oct-31 |
|
30.48 |
|
1,130 |
|
1,130 |
|
01-Apr-22 |
01-Apr-32 |
|
18.26 |
|
63,417 |
|
65,782 |
|
16-May-22 |
16-May-32 |
|
14.53 |
|
1,950 |
|
1,950 |
|
23-May-22 |
23-May-32 |
|
14.22 |
|
1,390 |
|
1,390 |
|
08-Aug-22 |
08-Aug-32 |
|
20.27 |
|
1,130 |
|
1,130 |
|
22-Aug-22 |
22-Aug-32 |
|
19.74 |
|
1,390 |
|
1,390 |
|
03-Oct-22 |
03-Oct-32 |
|
17.12 |
|
1,800 |
|
1,800 |
|
01-Nov-22 |
01-Nov-32 |
|
19.06 |
|
2,920 |
|
2,920 |
|
14-Nov-22 |
14-Nov-32 |
|
20.64 |
|
1,800 |
|
1,800 |
|
21-Nov-22 |
21-Nov-32 |
|
18.87 |
|
1,100 |
|
1,390 |
|
05-Dec-22 |
05-Dec-32 |
|
19.95 |
|
6,100 |
|
6,100 |
|
23-Jan-23 |
23-Jan-33 |
|
27.52 |
|
1,425 |
|
1,800 |
|
01-Apr-23 |
01-Apr-33 |
|
17.66 |
|
60,317 |
|
62,859 |
|
17-Apr-23 |
17-Apr-33 |
|
16.90 |
|
- |
|
1,800 |
|
15-May-23 |
15-May-33 |
|
18.74 |
|
19,170 |
|
19,170 |
|
05-Jun-23 |
05-Jun-33 |
|
22.60 |
|
1,130 |
|
1,130 |
|
31-Jul-23 |
31-Jul-33 |
|
21.07 |
|
2,260 |
|
2,260 |
|
21-Aug-23 |
21-Aug-33 |
|
19.70 |
|
4,770 |
|
4,770 |
|
18-Sep-23 |
18-Sep-33 |
|
18.00 |
|
1,800 |
|
1,800 |
|
|
Subtotal c/fwd |
971,114 |
|
1,014,145 |
|
|
| 19 |
Share-based compensation (continued) |
|
|
Non-Qualified Share options |
2026 |
|
2025 |
|
Grant date |
Expiry date |
|
Exercise price |
|
Share options |
|
Share options |
|
|
|
|
$ |
|
No |
|
No |
|
|
Subtotal b/fwd |
971,114 |
|
1,014,145 |
|
|
25-Sep-23 |
25-Sep-33 |
|
16.15 |
|
460 |
|
460 |
|
09-Oct-23 |
09-Oct-33 |
|
15.32 |
|
1,390 |
|
1,390 |
|
16-Oct-23 |
16-Oct-33 |
|
14.65 |
|
5,550 |
|
5,550 |
|
23-Oct-23 |
23-Oct-33 |
|
13.65 |
|
2,920 |
|
2,920 |
|
20-Nov-23 |
20-Nov-33 |
|
10.18 |
|
1,130 |
|
1,130 |
|
02-Jan-24 |
02-Jan-34 |
|
8.67 |
|
52,291 |
|
52,291 |
|
01-Apr-24 |
01-Apr-34 |
|
7.73 |
|
72,263 |
|
76,824 |
|
24-Jun-24 |
24-Jun-34 |
|
8.76 |
|
3,165 |
|
3,165 |
|
05-Aug-24 |
05-Aug-34 |
|
9.72 |
|
2,990 |
|
2,990 |
|
19-Aug-24 |
19-Aug-34 |
|
10.28 |
|
1,825 |
|
1,825 |
|
03-Sep-24 |
03-Sep-34 |
|
10.28 |
|
- |
|
3,165 |
|
15-Oct-24 |
15-Oct-34 |
|
10.54 |
|
1,690 |
|
1,690 |
|
28-Oct-24 |
28-Oct-34 |
|
12.05 |
|
1,690 |
|
1,690 |
|
05-Nov-24 |
05-Nov-34 |
|
12.02 |
|
2,945 |
|
2,945 |
|
06-Jan-25 |
06-Jan-35 |
|
12.02 |
|
1,120 |
|
1,120 |
|
05-Feb-25 |
05-Feb-35 |
|
14.25 |
|
2,945 |
|
2,945 |
|
05-Mar-25 |
05-Mar-35 |
|
12.29 |
|
1,210 |
|
1,210 |
|
01-Apr-25 |
01-Apr-35 |
|
8.40 |
|
84,944 |
|
- |
|
07-Apr-25 |
07-Apr-35 |
|
7.49 |
|
3,320 |
|
- |
|
05-May-25 |
05-May-35 |
|
10.01 |
|
1,825 |
|
- |
|
05-Jun-25 |
05-Jun-35 |
|
9.75 |
|
3,285 |
|
- |
|
05-Aug-25 |
05-Aug-35 |
|
6.32 |
|
1,120 |
|
- |
|
16-Mar-26 |
16-Mar-36 |
|
7.36 |
|
1,570 |
|
- |
|
|
Total |
1,222,762 |
|
1,177,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
Non-Qualified Share options |
|
Weighted average remaining contractual life of options outstanding at end of the year: |
876 days |
1,858 days |
|
|
|
|
|
|
|
|
|
|
Weighted fair value in USD |
|
|
|
|
1,118,100 |
|
2,001,831 |
|
|
|
|
|
|
|
|
|
|
| 19 |
Share-based compensation (continued) |
|
|
Restricted Stock Unit options outstanding at the end of the year have the following expiry dates and exercise prices: |
|
|
Restricted Stock Unit options |
2026 |
|
2025 |
|
Grant date |
Expiry date |
|
Exercise price |
|
Share options |
|
Share options |
|
|
|
|
$ |
|
No |
|
No |
|
|
01-Apr-21 |
01-Apr-31 |
|
31.58 |
|
- |
|
4,203 |
|
16-Aug-21 |
16-Aug-31 |
|
29.78 |
|
- |
|
230 |
|
11-Oct-21 |
11-Oct-31 |
|
30.48 |
|
- |
|
188 |
|
01-Apr-22 |
01-Apr-32 |
|
18.26 |
|
4,920 |
|
10,624 |
|
16-May-22 |
16-May-32 |
|
14.53 |
|
325 |
|
650 |
|
23-May-22 |
23-May-32 |
|
14.22 |
|
230 |
|
460 |
|
08-Aug-22 |
08-Aug-32 |
|
20.27 |
|
188 |
|
376 |
|
22-Aug-22 |
22-Aug-32 |
|
19.74 |
|
230 |
|
460 |
|
03-Oct-22 |
03-Oct-32 |
|
17.12 |
|
300 |
|
600 |
|
01-Nov-22 |
01-Nov-32 |
|
19.06 |
|
488 |
|
976 |
|
14-Nov-22 |
14-Nov-32 |
|
20.64 |
|
300 |
|
600 |
|
21-Nov-22 |
21-Nov-32 |
|
18.87 |
|
- |
|
460 |
|
05-Dec-22 |
05-Dec-32 |
|
19.95 |
|
1,018 |
|
2,036 |
|
23-Jan-23 |
23-Jan-33 |
|
27.52 |
|
- |
|
600 |
|
01-Apr-23 |
01-Apr-33 |
|
17.66 |
|
14,052 |
|
23,025 |
|
17-Apr-23 |
17-Apr-33 |
|
16.90 |
|
- |
|
900 |
|
15-May-23 |
15-May-33 |
|
18.74 |
|
6,390 |
|
9,585 |
|
05-Jun-23 |
05-Jun-33 |
|
22.60 |
|
376 |
|
563 |
|
31-Jul-23 |
31-Jul-33 |
|
21.07 |
|
752 |
|
1,126 |
|
21-Aug-23 |
21-May-33 |
|
19.70 |
|
1,586 |
|
2,378 |
|
18-Sep-23 |
18-Sep-33 |
|
18.00 |
|
600 |
|
900 |
|
25-Sep-23 |
25-Sep-33 |
|
16.15 |
|
156 |
|
233 |
|
09-Oct-23 |
09-Oct-33 |
|
15.32 |
|
460 |
|
690 |
|
16-Oct-23 |
16-Oct-33 |
|
14.65 |
|
1,850 |
|
2,775 |
|
23-Oct-23 |
23-Oct-33 |
|
13.65 |
|
976 |
|
1,463 |
|
20-Nov-23 |
20-Nov-33 |
|
10.18 |
|
376 |
|
563 |
|
02-Jan-24 |
02-Jan-34 |
|
8.67 |
|
5,677 |
|
11,353 |
|
31-Jan-24 |
31-Jan-34 |
|
7.76 |
|
42,025 |
|
45,310 |
|
01-Apr-24 |
01-Apr-34 |
|
7.73 |
|
88,569 |
|
127,908 |
|
24-Jun-24 |
24-Jun-34 |
|
8.76 |
|
4,755 |
|
6,340 |
|
05-Aug-24 |
05-Aug-34 |
|
9.72 |
|
4,475 |
|
5,965 |
|
19-Aug-24 |
19-Aug-34 |
|
10.28 |
|
2,742 |
|
3,655 |
|
03-Sep-24 |
03-Sep-34 |
|
10.28 |
|
- |
|
6,340 |
|
15-Oct-24 |
15-Oct-34 |
|
10.54 |
|
2,528 |
|
3,370 |
|
28-Oct-24 |
28-Oct-34 |
|
12.05 |
|
2,528 |
|
3,370 |
|
05-Nov-24 |
05-Nov-34 |
|
12.02 |
|
4,422 |
|
5,895 |
|
06-Jan-25 |
06-Jan-35 |
|
12.02 |
|
1,684 |
|
2,245 |
|
05-Feb-25 |
05-Feb-35 |
|
14.25 |
|
4,422 |
|
5,895 |
|
|
Subtotal c/fwd |
199,400 |
|
294,310 |
|
|
| 19 |
Share-based compensation (continued) |
|
|
Restricted Stock Unit options |
2026 |
|
2025 |
|
Grant date |
Expiry date |
|
Exercise price |
|
Share options |
|
Share options |
|
|
|
|
$ |
|
No |
|
No |
|
|
Subtotal b/fwd |
199,400 |
|
294,310 |
|
|
05-Mar-25 |
05-Mar-35 |
|
12.29 |
|
1,827 |
|
2,435 |
|
01-Apr-25 |
01-Apr-35 |
|
8.40 |
|
193,874 |
|
- |
|
07-Apr-25 |
07-Apr-35 |
|
7.49 |
|
6,660 |
|
- |
|
05-May-25 |
05-May-35 |
|
10.01 |
|
3,650 |
|
- |
|
05-Jun-25 |
05-Jun-35 |
|
9.75 |
|
6,600 |
|
- |
|
05-Aug-25 |
05-Aug-35 |
|
6.32 |
|
2,245 |
|
- |
|
15-Dec-25 |
15-Dec-35 |
|
9.95 |
|
35,375 |
|
- |
|
16-Mar-26 |
16-Mar-36 |
|
7.36 |
|
3,135 |
|
- |
|
|
|
|
|
|
|
452,766 |
|
296,745 |
|
|
|
|
|
|
|
|
|
|
Weighted average remaining contractual life of options outstanding at end of the year: |
796 days |
3,201 days |
|
|
|
|
|
|
|
|
|
|
Weighted fair value in USD |
|
|
|
|
3,463,660 |
|
2,893,264 |
|
|
|
|
|
|
|
|
|
|
|
The assessed fair value at grant date of options granted during the year ended 31 March 2026 was $5.86 per option (2025: $9.75). The fair value at grant date is independently determined using an adjusted form of the Black-Scholes model that takes into account the exercise price, the term of the option, the impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the option, and the correlations and volatilities of the peer group companies. |
|
|
Other model inputs for options granted on each date during the year included: |
|
[a] share prices: $6.32 to $10.01 (2025: $5.18 to $14.25). |
|
[b] exercise prices: $6.32 to $10.01 (2025: $5.18 to $14.25). |
|
[c] expected life in years: 6.08 (2025: 6.08). |
|
[d] expected annualised volatility: 77.15% (2025: 76.32%). |
|
[e] expected dividend yield 0% (2025: 0%). |
|
[f] discount rate - bond equivalent yield: 3.971 (2025: 4.275). |
|
|
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility. |
|
|
|
|
|
|
|
2026 |
|
2025 |
| $ |
$ |
|
|
Total expense arising from share-based payment transactions |
1,527,989 |
|
626,769 |
|
|
|
|
|
|
|
|
|
|
| 20 |
Financial instruments |
|
|
The Company has no financial assets or liabilities measured at fair value through profit or loss. |
|
|
Financial instruments by category |
2026 |
|
2025 |
| $ |
$ |
|
Financial assets at amortised cost: |
|
Other debtors |
321,822 |
|
441,707 |
|
Cash and cash equivalents |
4,439,720 |
|
2,393,424 |
|
|
Financial liabilities at amortised cost: |
|
Trade and other payables |
(28,163,219) |
|
(43,624,655) |
|
Non-current lease liabilities |
(1,022,508) |
|
(1,277,015) |
|
|
Included in trade and other payables is a current lease liability of $527,103 (2025: $560,088). The contractual maturity of the financial liabilities are reflected within the notes of the financial statements. The contractual maturity of lease liabilities is included within note 16 and trade and other payables in note 17. Prepayments have been excluded from financial assets as they are not considered to be a financial instrument. |
|
|
None of the above financial assets are impaired or past due and they are considered to be of good credit quality. The credit risk for cash and cash equivalents is considered negligible, since the main counterparty is a reputable bank with a high quality external credit rating. Foreign currency risk is considered negligible as insignificant funds are held in amounts other than the functional currency. |
|
|
| 21 |
Related party transactions |
|
|
Key management compensation |
|
The key management personnel have been determined to be the directors and no other staff. Therefore key management compensation is as disclosed in note 5. |
|
|
Parent undertaking |
|
The Company received a capital contribution of $264,883,183 (2025: $256,424,182) from Replimune Group, Inc. during the year. |
|
|
The Company was recharged $24,298,577 (2025: $18,056,506) included in administrative expenses and $207,473,856 (2025: $184,540,246) included in research and development expenditure, from Replimune Group, Inc., during the year. |
|
|
The Company owed $24,198,806 (2025: $40,309,556), to Replimune Group, Inc. at the end of the year. |
|
| 22 |
Controlling party |
|
|
The ultimate controlling party and ultimate parent is Replimune Group,Inc., a company incorporated in the United States of America which owns 100% of the share capital of the Company, and is both the largest and smallest group of undertakings to consolidate these financial statements. The consolidated financial statements of Replimune Group, Inc. are available from 69 Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RQ, United Kingdom. |
|
|
The directors consider there to be no single controlling party of Replimune Group, Inc. |
|
|
| 23 |
Post Balance sheet events |
|
|
On 10 April 2026 the Group received a CRL (Complete Response Letter) from the FDA for the BLA for RP1 in combination with nivolumab for the treatment of advanced melanoma. As a result of the CRL, the Group announced its plan for a restructuring, which included a reduction of its workforce by approximately 55%. As a result of this reduction in force, the Group estimates that it will record a charge in the range of $9.8 million to $10.3 million during the three months ended June 30, 2026, related to employee termination benefits, including severance, all of which is anticipated to result in cash expenditures. Communication has been made to all impacted employees under this restructuring plan. The Group expects the reduction in force to be substantially complete by the end of the first quarter of fiscal 2027. |