Registered number:
05115093
MORVUS TECHNOLOGY LIMITED
UNAUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2021
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MORVUS TECHNOLOGY LIMITED
REGISTERED NUMBER:
05115093
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BALANCE SHEET
AS AT
31 OCTOBER 2021
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Capital contribution reserve
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MORVUS TECHNOLOGY LIMITED
REGISTERED NUMBER:
05115093
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BALANCE SHEET
(CONTINUED)
AS AT
31 OCTOBER 2021
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The
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 the provisions of FRS 102 Section 1A - small entities.
The Company has opted not to file the Statement of Comprehensive Income in accordance with provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 10 form part of these financial statements.
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MORVUS TECHNOLOGY LIMITED
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 OCTOBER 2021
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Capital contribution reserve
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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MORVUS TECHNOLOGY LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2021
Morvus Technology Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 05115093). The registered office address is Aberllech, Pentre Bach, Brecon, Wales, LD3 8UB.
The Company's functional and presentational currency is GBP.
2.
Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of
Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
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The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The
Company
, and the
group
headed by it, qualify as small as set out in
section 383 of the Companies Act 2006
and the parent and
group
are considered eligible for the exemption to prepare consolidated accounts.
The Company made a loss after tax for the year of £184,841
(2020 - £332,742)
and had net current liabilities of £1,885,077
(2020 - £1,825,570)
at 31 October 2021.
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.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding value added tax.
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MORVUS TECHNOLOGY LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2021
2.
Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at 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.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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MORVUS TECHNOLOGY LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2021
2.
Accounting policies (continued)
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 at an annual general meeting.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Estimations and judgements are evaluated at each reporting date and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future in preparing the financial statements and the actual results will not always reflect the accounting estimates made. The estimates and assumptions that have a significant risk of causing a material adjustment to carrying amounts of assets and liabilities of the Company are outlined below:
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 £5,001,000 is appropriate at 31 October 2021.
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The average monthly number of employees, including directors, during the year was
1
(2020 -
1
)
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MORVUS TECHNOLOGY LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2021
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Investments in subsidiary companies
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MORVUS TECHNOLOGY LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2021
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Allotted, called up and fully paid
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272,866,311
(2020 -
261,604,224
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Ordinary
shares of £
0.001
each
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During the year, 11,262,077
(2020 - 3,173,349)
Ordinary £0.001 shares were issued for cash consideration of £103,388
(2020 - £405,000)
and conversion of debt to the value of £21,946
(2020 - £33,400)
.
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MORVUS TECHNOLOGY LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2021
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.
Shares to be issued
This reserve is used to record the aggregate amount or value amounts collected for the Company's shares which have not been formally issued at the year end.
Profit and loss account
This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.
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On 18 October 2016, the directors resolved to grant share options to seven option holders under an HMRC Unapproved Share Option Scheme.
A total of 14,417,468 options were allotted with an exercise price of £0.001. 20% of these options vested on issue with 20% vesting annually thereafter until the close of the option period, being 18 October 2021.
On 27 November 2019, the directors resolved to create 13,058,824 warrants. The warrants were allotted with an exercise price of £0.001 with an exercise period ending on 27 November 2022.
On 19 December 2019, the directors resolved to create 27.5 million options under an HMRC Unapproved Share Options Scheme. On 19 December 2019, 2.5 million options were issued to one option holder with an option price of £0.001. These options are exercisable until 19 December 2022.
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.
On 20 October 2020, 4,227,489 previously allotted options lapsed.
During the year, registered holders of warrants exercised their subscription rights in respect of 10,627,999 Ordinary shares of £0.001 each. 938,019 warrants were valued at £0.1074, and 9,689,980 warrants were valued at £0.001 resulting in a total consideration of £110,433.
During the year, a registered holder of share options exercised their subscription rights in respect of 500,000 Ordinary shares of £0.001 each for a total consideration of £500.
On 7 July 2021, 46,554 previously allotted warrants lapsed.
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MORVUS TECHNOLOGY LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2021
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Related party transactions
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During the year Morvus Technology Limited undertook the following related party transactions:
The Company was charged £
12,000
(2020 - £
12,000
)
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
(2020 - £
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
(2020 - £
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 £
10,800
(2020 - £
10,800
)
.
The Company was charged £
78,000
(2020 - £
82,404
)
in relation to directors' services and expenses by
Norwood Capital Ltd
(of which J D Beatson-Hird is a partner). At the year end, Norwood Capital Ltd was owed £
9,963
(2020 - £
31,200
)
.
At the year end, the Company owed £
9,091
(2020 - £
11,000
)
in relation to management services performed by
J C Phillips
.
The Company was charged £
42,000
(2020 - £
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
(2020 - £
25,200
)
.
The Company was charged £Nil
(2020 - £
9,000
)
in relation to directors' services provided by
Prostratex
(of which Mr T Phillips is a director).
During the year, the Company invoiced
Gordian Pharma Limited
(a company in which Morvus Technology Limited is a controlling shareholder) £
115,398
(2020 - £
100,684
)
for management and cost recharges. At the year end, the Company was owed £Nil
(2020 - £
4,314
)
by Gordian Pharma Limited and owed £
1,000
(2020 - £
1,000
)
to Gordian Pharma Limited in relation to unpaid share capital.
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The directors do not consider there to be an ultimate controlling party
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