Company Registration No. 06994240 (England and Wales)
Agplus Diagnostics Ltd
Unaudited accounts
for the year ended 31 December 2022
Agplus Diagnostics Ltd
Unaudited accounts
Contents
Agplus Diagnostics Ltd
Company Information
for the year ended 31 December 2022
Director
Christopher Getley
Secretary
Christopher Getley
Company Number
06994240 (England and Wales)
Registered Office
66 Lincoln's Inn Fields
London
WC2A 3LH
United Kingdom
Accountants
Jameson Accounting Services
87 Hillesden Avenue
Elstow
Bedford
Bedfordshire
MK42 9AJ
Agplus Diagnostics Ltd
Statement of financial position
as at 31 December 2022
Tangible assets
10,787
26,743
Cash at bank and in hand
44,124
55,352
Creditors: amounts falling due within one year
(5,059,625)
(4,554,797)
Net current liabilities
(4,877,151)
(4,288,453)
Net liabilities
(4,866,362)
(4,023,359)
Called up share capital
10,530
10,530
Share premium
89,990
89,990
Capital contribution reserve
3,733,122
3,733,122
Profit and loss account
(8,700,004)
(7,857,001)
Shareholders' funds
(4,866,362)
(4,023,359)
For the year ending 31 December 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts 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 profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the Board and authorised for issue on 28 June 2023 and were signed on its behalf by
Christopher Getley
Director
Company Registration No. 06994240
Agplus Diagnostics Ltd
Notes to the Accounts
for the year ended 31 December 2022
Agplus Diagnostics Ltd is a private company, limited by shares, registered in England and Wales, registration number 06994240. The registered office is 66 Lincoln's Inn Fields, , London, WC2A 3LH, United Kingdom.
2
Compliance with accounting standards
The accounts have been prepared in accordance with the provisions of FRS 102 Section 1A Small Entities. There were no material departures from that standard.
The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.
The accounts have been prepared under the historical cost convention as modified by the revaluation of certain fixed assets.
The accounts are presented in £ sterling. The functional currency of AgPlus Diagnostics Ltd is considered to be £ 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 £4,955,644, which 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 accounts and the Parent Company will continue to support the Company. The directors have prepared cashflow 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 accounts and therefore a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
The director considers additional funding to be likely based on historic experience and has therefore prepared the accounts on a going concern basis.
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rates of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover from the sale of goods is recognised when goods have been delivered to customers such that risks and rewards of ownership have transferred to them. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
Agplus Diagnostics Ltd
Notes to the Accounts
for the year ended 31 December 2022
Employee benefits and share based payments
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are recognised in the profit and loss account when due.
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the date of grant 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.
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 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 accounts. 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.
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. 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 - 10 years straight line
Agplus Diagnostics Ltd
Notes to the Accounts
for the year ended 31 December 2022
Tangible fixed assets and depreciation
Tangible assets are included at cost or valuation, less depreciation and impairment. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life as below.
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.
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.
Plant & machinery
3 years straight line
Fixtures & fittings
3 years straight line
Computer equipment
3 years straight line
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profit on a straight line basis over the lease term.
Assets held under finance leases and hire purchase contracts are capitalised and depreciated over their useful lives. The corresponding lease or hire purchase obligation is treated in the balance sheet as a liability. The interest element of rental obligations is charged to the profit and loss account over the period of the lease at a constant proportion of the outstanding balance of capital repayments.
Agplus Diagnostics Ltd
Notes to the Accounts
for the year ended 31 December 2022
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
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Where it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Financial assets
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.
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.
Inventories have been valued at the lower of cost and estimated selling price less costs to complete and sell. In respect of work in progress and finished goods, cost includes a relevant proportion of overheads according to the stage of manufacturing/completion.
Provision is made for obsolete, slow-moving or defective items where appropriate.
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.
Agplus Diagnostics Ltd
Notes to the Accounts
for the year ended 31 December 2022
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, 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, 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 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.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described above, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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
Agplus Diagnostics Ltd
Notes to the Accounts
for the year ended 31 December 2022
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.
4
Intangible fixed assets
Other
5
Tangible fixed assets
Plant & machinery
Fixtures & fittings
Computer equipment
Total
Cost or valuation
At cost
At cost
At cost
At 1 January 2022
511,074
10,012
42,557
563,643
At 31 December 2022
511,074
10,012
42,557
563,643
At 1 January 2022
487,254
9,657
39,989
536,900
Charge for the year
13,868
152
1,936
15,956
At 31 December 2022
501,122
9,809
41,925
552,856
At 31 December 2022
9,952
203
632
10,787
At 31 December 2021
23,820
355
2,568
26,743
Agplus Diagnostics Ltd
Notes to the Accounts
for the year ended 31 December 2022
6
Investments
Other investments
Valuation at 1 January 2022
238,350
Fair value adjustments
(238,349)
Valuation at 31 December 2022
1
Other Investments represents an investment in the shares of Suzhou Future Medical Diagnostics Ltd, with a registered office of:
Floor 3, Building 4,
892 Wusong Road,
Guo Xiang Residential District,
Wuzhong Economic and Technological Development Zone,
Suzhou,
P.R. China
The nature of business of this entity is the development, sales and distribution of in vitro diagnostic tests in China. The Company's investment holding represents ownership of 12% of the ordinary share capital of the entity (2021: 12%).
Amounts falling due within one year
Accrued income and prepayments
15,826
32,189
Other debtors
85,993
69,656
8
Creditors: amounts falling due within one year
2022
2021
Trade creditors
92,350
123,361
Amounts owed to group undertakings and other participating interests
4,964,779
4,423,270
Taxes and social security
(34,008)
(51,413)
Amounts owed to Group undertakings are unsecured, interest free and repayable on demand.
9
Operating lease commitments
2022
2021
At 31 December 2022 the company had the following future minimum lease payments under non-cancellable operating leases for each of the following periods:
Not later than one year
712
7,016
Agplus Diagnostics Ltd
Notes to the Accounts
for the year ended 31 December 2022
The Company is jointly and severally liable with the immediate parent company, AgPIus Holdings Limited, for all monies falling due under the group VAT registration.
11
Transactions with related parties
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 director, there is no ultimate controlling party.
13
Average number of employees
During the year the average number of employees was 4 (2021: 8).