Company No:
Contents
DIRECTORS | Mr C D Getley |
Mrs F A Marshall | |
SECRETARY | Mr C D Getley |
REGISTERED OFFICE | 66 Lincoln's Inn Fields |
London | |
WC2A 3LH | |
United Kingdom | |
COMPANY NUMBER | 06994240(England and Wales) |
ACCOUNTANT | Deloitte LLP |
1 Station Square | |
Cambridge | |
CB1 2GA | |
United Kingdom |
The directors present their annual report and the unaudited financial statements of the Company for the financial year ended 31 December 2019.
PRINCIPAL ACTIVITIES
GOING CONCERN
The directors have prepared the financial statements on the going concern basis. Further details are provided in the notes to the financial statements.
DIVIDENDS
No dividends were distributed for the year ended 31 December 2019 (2018: £ Nil).
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
|
|
|
DIRECTORS' INDEMNITIES
Approved by the Board of Directors and signed on its behalf by:
Mr C D Getley
Director |
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that financial period.
In preparing these financial statements, the directors are required to:
* Select suitable accounting policies and then apply them consistently;
* Make judgements and accounting estimates that are reasonable and prudent; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We are subject to the ethical and other professional requirements of the Institute of Chartered Accountants in England and Wales (ICAEW) which are detailed at _http://www.icaew.com/en/members/regulations-standards-and-guidance/_.
It is your duty to ensure that AgPlus Diagnostics Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of AgPlus Diagnostics Ltd. You consider that AgPlus Diagnostics Ltd is exempt from the statutory audit requirement for the financial year.
We have not been instructed to carry out an audit or a review of the financial statements of AgPlus Diagnostics Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Accountant
Cambridge
CB1 2GA
United Kingdom
2019 | 2018 | |||
£ | £ | |||
Turnover |
|
|
||
Cost of sales | (
|
(
|
||
Gross profit |
|
|
||
Administrative expenses | (
|
(
|
||
Other operating income |
|
|
||
Operating loss | (
|
(
|
||
Loss before interest and taxation | (610,966) | (387,535) | ||
Interest payable and similar expenses | (
|
(
|
||
Loss before taxation | (
|
(
|
||
Tax on loss |
|
|
||
Loss for the financial year | (
|
(
|
2019 | 2018 | |||
Note | £ | £ | ||
Fixed assets | ||||
Intangible assets | 4 |
|
|
|
Tangible assets | 5 |
|
|
|
Investments | 6 |
|
|
|
613,542 | 531,578 | |||
Current assets | ||||
Stocks | 7 |
|
|
|
Debtors | 8 |
|
|
|
Cash at bank and in hand |
|
|
||
327,983 | 384,186 | |||
Creditors | ||||
Amounts falling due within one year | 9 | (
|
(
|
|
Net current liabilities | (3,040,968) | (2,441,827) | ||
Total assets less current liabilities | (2,427,426) | (1,910,249) | ||
Creditors | ||||
Amounts falling due after more than one year | 10 | (
|
(
|
|
Net liabilities | (2,435,589) | (1,928,128) | ||
Capital and reserves | ||||
Called-up share capital |
|
|
||
Share premium account |
|
|
||
Other reserves |
|
|
||
Profit and loss account | (
|
(
|
||
Total shareholder's deficit | (2,435,589) | (1,928,128) |
Directors’ responsibilities:
The financial statements of AgPlus Diagnostics Ltd (registered number:
Mr C D Getley
Director |
Called-up share capital | Share premium account | Other reserves | Profit and loss account | Total | |
£ | £ | £ | £ | £ | |
At 01 January 2019 |
|
|
|
(
|
(
|
Loss for the financial year |
|
|
|
(
|
(
|
Total comprehensive loss |
|
|
|
(
|
(
|
Issue of share capital |
|
|
|
|
|
At 31 December 2019 |
|
|
|
(
|
(
|
At 01 January 2018 |
|
|
|
(
|
(
|
Loss for the financial year |
|
|
|
(
|
(
|
Total comprehensive loss |
|
|
|
(
|
(
|
At 31 December 2018 |
|
|
|
(
|
(
|
Other reserves represents an amount that was written off which was due to a former parent company, this loan waiver was transferred to a capital contribution reserve in July 2015 as a result of the change in ownership.
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year.
AGPlus Diagnostics Ltd (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 66 Lincoln's Inn Fields, London, WC2A 3LH, United Kingdom.
The financial statements have been prepared under the historical cost convention, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council.
The functional currency of AGPlus Diagnostics Ltd is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.
Fair value is measured by use of the appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
A liability equal to the portion of the services received is recognised at and remeasured based on the current fair value determined at each Balance Sheet date for cash-settled share appreciation rights, with any changes in fair value recognised in the Profit and Loss Account.
Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws.
Deferred tax assets and liabilities are not discounted.
Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit, this period is between three and five years. Provision is made for any impairment.
Intangible assets acquired separately from a business are capitalised at cost.
Subsequent to initial recognition, intangible assets are stated at cost less accumulated amortisation and accumulated impairment. Intangible assets are amortised on a straight line basis over their estimated useful life. The carrying value of intangible assets is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.
The useful economic lives of intangible assets are as follows:
Patents - 10 years
If there are indicators that the residual value or useful life of an intangible asset has changed since the most recent annual reporting period previous estimates shall be reviewed and, if current expectations differ the residual value, amortisation method or useful life shall be amended. Changes in the expected useful life or the expected pattern of consumption of benefit shall be accounted for as a change in accounting estimate.
Plant and machinery 33% on cost
Fixtures and fittings 33% on cost
Computer equipment 33% on cost
Technical equipment (included within tools and equipment) 50% on cost
Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Non-financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Financial assets
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through the Profit and Loss Account, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Investments
Investments held as fixed assets are stated at cost less provision for any impairment in value.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
The critical accounting judgement that has a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year is the treatment of research and development expenditure in line with the relevant accounting policy.
The Company is primarily a research and development entity and therefore the assessment of research and development expenditure is critical in order to determine whether or not it is appropriate to capitalise it onto the Balance Sheet in accordance with FRS 102 Section 18 “Intangible Assets other than Goodwill". The directors consider that the capitalisation criteria laid out under FRS 102 Section 18 has not been met and consequently all research and development expenditure is recorded in the Profit and Loss Account.
2019 | 2018 | |
Number | Number | |
Average number of persons employed by the Company during the year, including directors |
|
|
During the year, the Company paid £189,561 (2018: £180,320) to the directors. The directors are the only key management personnel of the Company.
Patents and licences | Total | |
£ | £ | |
Cost | ||
At 01 January 2019 |
|
|
At 31 December 2019 |
|
|
Accumulated amortisation | ||
At 01 January 2019 |
|
|
At 31 December 2019 |
|
|
Net book value | ||
At 31 December 2019 |
|
|
At 31 December 2018 |
|
|
Plant and machinery | Fixtures and fittings | Tools and equipment | Office equipment | Total | |
£ | £ | £ | £ | £ | |
Cost/Valuation | |||||
At 01 January 2019 |
|
|
|
|
|
Additions |
|
|
|
|
|
At 31 December 2019 |
|
|
|
|
|
Accumulated depreciation | |||||
At 01 January 2019 |
|
|
|
|
|
Charge for the financial year |
|
|
|
|
|
At 31 December 2019 |
|
|
|
|
|
Net book value | |||||
At 31 December 2019 |
|
|
|
|
|
At 31 December 2018 |
|
|
|
|
|
Investments in associates | Total | |
£ | £ | |
Carrying value before impairment | ||
At 01 January 2019 |
|
|
At 31 December 2019 |
|
|
Provisions for impairment | ||
At 01 January 2019 |
|
|
At 31 December 2019 |
|
|
Carrying value at 31 December 2019 |
|
|
Carrying value at 31 December 2018 |
|
|
During the prior year, the directors considered the investment in Suzhou Future Medical Diagnostics Ltd. as an unsaleable and unmarketable asset, with the value arising from its future income streams. Following meetings with management, they understood that lab test sales were behind budget, which gave rise to uncertainty over the future value of the investment. The directors decided to impair the value of the investment by 50% of the original cost, in order to reflect this uncertainty.
Investments in shares
Name of entity | Registered office | Nature of business | Class of shares |
% of ownership
31.12.19 |
% of ownership
31.12.18 |
Suzhou Future Medical Diagnostics Ltd. | Floor 3, Building 4, 892 Wusong Road, Guo Xiang Residential District, Wuzhong Economic and Technological Development Zone, Suzhou, P.R. China | Development, Sales and distribution of in vitro diagnostic tests in China | Ordinary | 12.00% | 12.00% |
2019 | 2018 | |
£ | £ | |
Stocks |
|
|
|
|
2019 | 2018 | |
£ | £ | |
Trade debtors |
|
|
Prepayments and accrued income |
|
|
VAT recoverable |
|
|
Corporation tax |
|
|
Other debtors |
|
|
|
|
2019 | 2018 | |
£ | £ | |
Trade creditors |
|
|
Amounts owed to Group undertakings |
|
|
Other creditors |
|
|
Accruals and deferred income |
|
|
Other taxation and social security |
|
|
Obligations under finance leases and hire purchase contracts |
|
|
|
|
2019 | 2018 | |
£ | £ | |
Obligations under finance leases and hire purchase contracts |
|
|
8,163 | 17,879 |
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
2019 | 2018 | |
£ | £ | |
- within one year |
|
|
|
|
Contingent liabilities
The Company has taken advantage of the exemption granted within Section 33 of FRS 102, which does not require disclosure of transactions between a subsidiary undertaking and other Group undertakings, as 100% of the Company’s voting rights are controlled within the Group.
The Covid-19 pandemic has made clear the deficiencies in the approach towards diagnostic testing taken by healthcare systems around the world and the directors expect that the growth rate of point of care diagnostics is likely to be higher than expected in the medium term. In the short term AgPlus is working with a UK Government laboratory to undertake clinical verification of a Covid-19 test on its laboratory platform, at no cost to AgPlus.
The directors continue to monitor the impact of the consequences of the virus on the business. It is too early to conclude the full impact of the pandemic but at the time of signing the directors do not consider Covid-19 to impact the Company’s ability to continue as a going concern and consider the Balance Sheet to be appropriately valued. The directors note this is a non-adjusting post Balance Sheet event. Please refer to the going concern section in the accounting policies in note 1 for further information.
In the opinion of the directors, there is no ultimate controlling party.