Company No:
Contents
DIRECTOR | Mr C D Getley |
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 |
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
Note | 2021 | 2020 | ||
£ | £ | |||
Fixed assets | ||||
Intangible assets | 4 |
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Tangible assets | 5 |
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Investments | 6 |
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265,094 | 554,530 | |||
Current assets | ||||
Stocks | 7 |
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Debtors | 8 |
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Cash at bank and in hand |
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326,794 | 600,617 | |||
Creditors | ||||
Amounts falling due within one year | 9 | (
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Net current liabilities | (4,288,453) | (3,534,995) | ||
Total assets less current liabilities | (4,023,359) | (2,980,465) | ||
Net liabilities | (
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Capital and reserves | ||||
Called-up share capital |
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Share premium account |
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Other reserves |
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Profit and loss account | (
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Total shareholder's deficit | (
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Director's responsibilities:
The financial statements of AgPlus Diagnostics Ltd (registered number:
Mr C D Getley
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
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 director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director notes that the business has net liabilities of £4,023,359 this is largely due to the fact that the Company is supported through loans from the Parent Company. The director has received assurances that the loan facilities will continue to be available for at least 12 months from the date of signing these financial statements and the Parent Company will continue to support the Company. The directors have prepared cash flow forecasts for the group as a whole. The group is reliant on additional funding being secured to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements and therefore a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.
The directors consider additional funding to be likely based on historic experience and therefore have prepared the financial statements on a going concern basis.
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.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.
Equity-settled share-based payment transactions are measured at fair value 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.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
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.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
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.
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. Other intangible assets consists of patents.
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.
Trademarks, patents and licences |
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Plant and machinery |
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Fixtures and fittings |
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Tools and equipment |
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Computer equipment |
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The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
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
Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
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.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
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.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Investments
Investments held as fixed assets are stated at cost less provision for any impairment in value.
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.
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.
No key sources of estimation uncertainty have been identified by the directors that have a significant risk of causing a material misstatement to the carrying amount of assets and liabilities within the financial year.
2021 | 2020 | ||
Number | Number | ||
Monthly average number of persons employed by the Company during the year, including the director |
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During the year, the Company paid £154,892 (2020: £168,659) to the directors. The directors are the only key management personnel of the Company.
Trademarks, patents and licences |
Total | ||
£ | £ | ||
Cost | |||
At 01 January 2021 |
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At 31 December 2021 |
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Accumulated amortisation | |||
At 01 January 2021 |
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At 31 December 2021 |
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Net book value | |||
At 31 December 2021 |
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At 31 December 2020 |
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Plant and machinery | Fixtures and fittings | Tools and equipment | Computer equipment | Total | |||||
£ | £ | £ | £ | £ | |||||
Cost | |||||||||
At 01 January 2021 |
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Additions |
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At 31 December 2021 |
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Accumulated depreciation | |||||||||
At 01 January 2021 |
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Charge for the financial year |
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At 31 December 2021 |
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Net book value | |||||||||
At 31 December 2021 |
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At 31 December 2020 |
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Other investments | Total | ||
£ | £ | ||
Carrying value before impairment | |||
At 01 January 2021 |
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At 31 December 2021 |
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Provisions for impairment | |||
At 01 January 2021 |
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Impairment |
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At 31 December 2021 |
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Carrying value at 31 December 2021 |
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Carrying value at 31 December 2020 |
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Investments in shares
Name of entity | Registered office | Nature of business | Class of shares |
Ownership 31.12.2021 |
Ownership 31.12.2020 |
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% |
2021 | 2020 | ||
£ | £ | ||
Stocks |
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2021 | 2020 | ||
£ | £ | ||
Trade debtors |
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Prepayments and accrued income |
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Corporation tax |
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Other taxation and social security |
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Other debtors |
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2021 | 2020 | ||
£ | £ | ||
Trade creditors |
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Amounts owed to Group undertakings |
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Other creditors |
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Accruals and deferred income |
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Other taxation and social security |
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Obligations under finance leases and hire purchase contracts |
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The obligations under finance leases are secured over the assets purchased as a result of these obligations.
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
2021 | 2020 | ||
£ | £ | ||
- within one year |
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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 ultimate parent company is AgPlus Holdings Limited, a company incorporated in the United Kingdom, with the registered office address of 66 Lincoln's Inn Fields, London, WC2A 3LH.
In the opinion of the directors, there is no ultimate controlling party.