Nuformix plc
Annual Report and Accounts
For the year ended 31 March 2022
Contents
1
Company Information ............................................................................................................ 2
Overview .................................................................................................................................. 3
Non-Executive Directors’ Statement ..................................................................................... 4
Strategic Report ....................................................................................................................... 7
Board of Directors ................................................................................................................. 13
Corporate Governance Report ............................................................................................. 14
Remuneration Report ........................................................................................................... 19
Remuneration Policy ............................................................................................................. 21
Directors’ Report ................................................................................................................... 24
Independent Auditor’s Report ............................................................................................. 27
Consolidated Income Statement and Statement of Comprehensive Income .................... 33
Consolidated Statement of Financial Position..................................................................... 34
Consolidated Statement of Changes in Equity ...................................................................... 35
Consolidated Statement of Cash Flows................................................................................ 36
Notes to the Consolidated Financial Statements ................................................................. 37
Company Statement of Financial Position .......................................................................... 58
Company Statement of Changes in Equity ........................................................................... 59
Company Statement of Cash Flows ..................................................................................... 60
Notes to the Company Financial Statements ....................................................................... 61
Notice of Annual General Meeting ....................................................................................... 65
2
Company Information
Directors
Dr Julian C Gilbert
Ms Maddy E Kennedy
Dr Alastair J Riddell (Appointed 24 May 2021, Resigned 31 May 2022)
Dr Anne Brindley (Resigned 16 December 2021)
Company Secretary
Mr Ben Harber
Registered Office
6th Floor
60 Gracechurch Street, London
EC3V 0HR
Auditors
Jeffreys Henry Audit Limited
Brokers
Registrars
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Stanford Capital
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Link Group
10th Floor
Central Square
29 Wellington Street, Leeds
LS1 4DL
3
Overview
About Nuformix
Nuformix plc (“Nuformix” or the “Company”) and its subsidiary (together the “Group”) is a pharmaceutical
development group targeting unmet medical needs in fibrosis and oncology via drug repurposing. The
Group aims to use its expertise in discovering, developing and patenting novel drug forms with improved
physical properties, to develop new products in new indications that are differentiated from the original
product (by way of dose, delivery route or presentation), thus creating new and attractive commercial
opportunities. Nuformix has an early-stage pipeline of preclinical assets with potential for significant value
and early licensing opportunities.
4
Non-Executive Directors’ Statement
Dear Shareholder,
Introduction
Following the departure of Dr Anne Brindley as Chief Executive Officer, and post period end, Dr Alastair
Riddell as Executive Chairman, both to pursue other opportunities, the key priority for the directors
continues to be to focus on the Company’s early-stage pipeline of preclinical assets and ensure strength in
the areas of drug development, business development and financial control within the Group. We operate
a lean structure with the limited Board and bring in specialists and consultants, experts in their field, to
support the business as required.
To enhance the Group’s funding position to allow the continued work on the three assets in the pipeline, in
December 2021, the Company undertook an equity fundraise, together with related sharing agreements,
with Lanstead Capital Investors L.P. (“Lanstead”), an institutional investor.
Pipeline
Nuformix has an early-stage pipeline of preclinical assets in development to address the high unmet
medical need in fibrosis and oncology. We target solutions using our expertise to discover, develop and file
patent applications on novel drug forms of existing, marketed drugs, that have improved physical
properties, with the aim of developing novel products in new indications to bring attractive commercial
opportunities. Importantly, the commercial opportunity is optimised when the repurposed product is
differentiated from the original marketed drug by way of either dose, route of administration or
presentation.
Drug repurposing is a well-known and successful strategy for enhancing the therapeutic and commercial
value of marketed drugs, and their development typically brings a greater probability of success compared
to developing brand new drugs, due to the existing data that has been generated on the marketed drug.
This existence of data may also result in lower overall development costs and shorter development
timelines.
The Group’s business model is to take these assets to key value inflection points before partnering or
licensing. We conduct our R&D activities through out-sourcing, to enable us to access the different types of
expertise that are needed for drug R&D and to minimise our operational costs. We have a strong network
of external contractors, with whom we have had relationships over many years.
NXP002 (new form of tranilast) – Idiopathic Pulmonary Fibrosis (“IPF”)
NXP002 is the Group’s pre-clinical lead asset and a potential novel inhaled treatment for IPF and possibly
other fibrosing interstitial lung diseases (“ILDs”). It is a proprietary, new form of the drug tranilast, to be
delivered in an inhaled formulation.
Idiopathic Pulmonary Fibrosis (“IPF”) is a devastating lung disease associated with a higher mortality rate
than many cancers and where there is a need for additional treatment options. Thus, IPF represents a high
unmet medical need and a significant commercial opportunity. IPF is classified as a rare disease and
presents a global commercial market that is forecast to grow to US$8.8bn by 2027. Sales of standard-of-
care therapies OFEV and Esbriet achieved US$2.5bn and US$1bn respectively in 2021.
Tranilast has a long history of safe use as an oral drug for allergies, but there is evidence that supports its
potential in fibrosis, including IPF. NXP002 is differentiated as it is a new form of tranilast that is being
5
formulated for delivery direct to the lungs by inhalation, a new route of administration for this drug. The
inhalation route is a well-known strategy for treatment of lung diseases to yield greater efficacy and reduce
systemic side-effects compared to oral treatment. Nuformix has two patent families protecting new forms
of tranilast, some members of which have been granted in major pharmaceutical territories, while others
are still in prosecution. In addition, in March 2022 a method of use patent application was filed.
NXP002, as a potential treatment for IPF, is a likely candidate for Orphan Drug Designation which could
provide additional product protection against potential competitors. The positioning of such an inhaled
treatment for IPF could be either added to standard of care or administered as a monotherapy.
The Company has already generated positive preclinical data on NXP002, demonstrating that:
- NXP002 can be formulated in a simple and stable solution suitable for inhaled delivery via
nebulisation;
- NXP002 formulations for nebulisation can be efficiently delivered to the lung; and
- NXP002 can dose-dependently regulate the production of mediators relevant to lung fibrosis and
inflammation following a lipopolysaccharide ("LPS") challenge.
However, as announced post-period end on 30 May 2022, no conclusions could be drawn from an
additional study undertaken to investigate the duration of action of NXP002 formulations. Subsequently
further studies have been initiated to generate a robust pre-clinical data package to support the
progression of NXP002, both in terms of product development and business development discussions.
These studies will directly address issues faced in the duration of action studies. Firstly, the Company will
investigate a new formulation of NXP002 for inhalation, delivered using an alternative method designed to
ensure consistent and controlled exposure is achieved. Secondly, the Company will explore a new range of
doses to best optimise efficacy of treatment. The eventual aim of the studies is to confirm the
formulation’s positive pharmacological profile towards the treatment of lung fibrosis and inflammation
via inhalation and to assess its duration of action. Data from these inhalation studies will add to the
Company’s current compelling pre-clinical dataset, to best support the development of NXP002 as a
treatment for IPF and potentially other poorly treated fibrosing interstitial lung diseases.
Post-period, two abstracts describing NXP002 were peer-reviewed and accepted for presentation at the
European Respiratory Society (“ERS”) International Congress 2022 being held in Barcelona on 4-6
September 2022.
NXP001 (new form of aprepitant) – Oncology
NXP001 is a proprietary new form of the drug aprepitant that is currently marketed as a product in the
oncology supportive care setting (chemotherapy induced nausea and vomiting). On 23 September 2020,
Nuformix granted an exclusive option to Oxilio Ltd ("Oxilio"), a privately held pharmaceutical development
company, to license NXP001 globally for oncology indications on terms previously disclosed. The option
was executed on 13 September 2021. Oxilio is investigating aprepitant for the potential new treatment of
cancer indications. Oxilio has entered into a service agreement with Quotient Sciences and is conducting
formulation development of NXP001 to determine whether it can achieve the bioavailability and
subsequent dosing regimen required for this new indication.
NXP004 (novel forms of olaparib) – Oncology
The Group has discovered novel forms of olaparib, a drug currently marketed by AstraZeneca, under the
Lynparza® brand name. Lynparza® was first approved in December 2014 for the treatment of adults with
advanced ovarian cancer and deleterious or suspected deleterious germline BRCA mutation. Since then,
6
Lynparza® has secured similar approvals in breast, pancreatic and prostate cancers with further trials on-
going. These approvals have propelled Lynparza® sales to US$2.7bn in 2021 with industry analysts
forecasting annual sales of US$9.7bn by 2028.
The Group has filed two patent applications on these novel forms of olaparib with the potential for patent
life to 2040/2041.
The Company previously demonstrated the enhanced performance of NXP004 cocrystals compared to
olaparib. Subsequently further preformulation studies have allowed the Company to identify lead cocrystals
from its patent estate to be progressed for further development.
Post-period, the Company reported that it initiated a programme of work to progress the NXP004
programme in three key areas:
Commence the scale-up of lead cocrystal production processes;
Directly compare in-vitro dissolution performance of lead co-crystals to the marketed Lynparza
product; and
Based on the results from these studies a formulation development programme may be initiated.
The aims of this work will be to develop prototype formulations that offer the potential to be both
bioequivalent and ‘bio-better’ versus the Lynparza product.
This work will direct and support future out-licensing discussions for NXP004.
Summary and Outlook
The strategy of the Group is to continue to optimise value from its existing assets while maintaining tight
control of costs. In particular, the fundraise with Lanstead has enabled the Group to continue to advance
and exploit the current assets within the portfolio through additional R&D and business development
activities as set out above.
At the appropriate time for each asset, the Group plans to conduct business development/licensing
activities for all its assets using a structured and data-driven approach, with the goal of seeking global
licensing deals.
The Chairman last year acknowledged that there had been a series of changes over the years which we also
experienced in the past year and more recently, however our focus and emphasis is on stability to progress
the studies and achieve significant value creation to generate a real return for shareholders.
We would like to thank all stakeholders and in particular our shareholders for their continued support and
we look forward to the remainder of the year and beyond with confidence that significant value can be
realised from our portfolio of assets over time.
Julian Gilbert
Non-Executive Director
27th July 2022
Maddy Kennedy
Non-Executive Director
27th July 2022
7
Strategic Report
Review of the Business
A review of the year is given in the Non-Executive Directors’ Statement on pages 4 to 6.
Risks and uncertainties
The Group’s risk management policy is regularly reviewed and updated in line with the changing needs of
the business. Risk is inherent in all business. Set out below are certain risk factors which could have an
impact on the Group’s long-term performance and mitigating factors adopted to alleviate these risks. This
does not purport to be an exhaustive list of the risks affecting the Group.
The primary risks identified by the Board are:
Strategic risks
Funding the business
The biotechnology and pharmaceutical industries are very competitive, with many major players having
substantial R&D departments with greater resources and financial support. The Group aims to execute
licensing deals early in the development process in order to generate revenue to support the business. The
Group’s lead asset is targeted towards IPF, a disease area where there is good precedent for licensing deals
at early stages of development. Without licensing revenue, reliance falls on raising funds from investors or
potential M&A opportunities. Failure to generate additional funding from these sources, if required, would
compromise the Group’s ability to achieve its strategic objectives as set out in the outlook on page 6. There
is a material uncertainty around achieving early licensing deals and, if needed, raising additional funds.
However it is the Directors’ reasonable expectation that the Group has adequate resources to continue to
operate as a going concern for at least twelve months from the date of the approval of the accounts. In
forming this assessment, the Directors have prepared cashflow forecasts covering the period ending 31
March 2024 that take into account the likely run rate on overheads and research and development
expenditure and the prudent expectations of income from out-licensing rights to its programmes.
The Subscription proceeds from the Lanstead Sharing Agreements pursuant to which the Company is
entitled to receive back those proceeds on a pro rata monthly basis over a period of 20 months, subject to
adjustment upwards or downwards each month depending on the Company's share price at the time. The
Sharing Agreement provides the opportunity for the Company to benefit from positive future share price
performance. Notwithstanding the Subscription Price of 1.5 pence, shareholders should note that the share
price of the Company needs to be on average over the 20 months of the Sharing Agreement at or above
the Benchmark Price of 2 pence per share for the Company to receive at least, or more than, the gross
Subscription of GBP1.65million.
Feasibility of drug candidates
Pharmaceutical R&D is an inherently risky activity and drug candidates can fail due to a lack of efficacy, lack
of potency, unsuitable pharmacokinetic properties, unacceptable toxicology profile, poor stability of the
drug or formulation, poor performance of the drug product, or other technical issues unforeseen at the
time of candidate selection. This is the main reason that conventional pharmaceutical R&D takes many
years and billions of dollars to progress a drug from discovery through to an approved medicine. It is
possible that the drug candidates selected by the Group are found to be non- viable for further
8
Strategic Report
continued
development although the Group’s model of repurposing and working on known drugs allows us to
mitigate this risk to a certain extent.
Failure to generate and protect our IP
If our IP rights are not adequately secured or defended against infringement, or conversely become subject
to infringement claims by others, commercial exploitation could be completely inhibited. The Group
constantly monitors its patents and is prepared to defend them rigorously.
By virtue of conducting research on known drugs, competitors may file patent applications on the same
drugs as the Group, and thus there is a risk of securing new granted patents. There is a delay of up to 18
months in publishing patent applications and thus it is not always known whether the Group’s inventions
will be novel. This is mitigated through knowledge and expertise in identifying new IP and promptly filing
patent applications.
Unrealistic goals and timeframes
The Board has a duty to maintain a realistic view of the chances of success of products, deals and
partnerships. Should this not be managed accurately and appropriately, the Group and its Board and staff
risk financial, business and reputational damage, whilst its shareholders become exposed to investment
risk and uncertainty over the Group’s viability and status. The Board continually reviews expectations and
communications in the public domain to reduce the risk of misalignment.
Reliance on partners
To progress the development of a drug candidate requires resources, financial and otherwise, that are not
necessarily available to the Group. The drug candidates that the Group wishes to develop may be of
interest to third parties capable of providing these resources, so a partnership (e.g., a co-development
partnership) may provide mutual benefits and mitigate risks for the Group. However, the specific strategic
focus of a partner may not align totally with the Group’s objectives. Maintaining a balance in a partnership
is therefore a risk, such as timing, cost sharing, development decisions. Currently the Group is progressing
two of its three pipeline assets without external co-development partners and thus this risk is currently
minimised.
Operational risks
Management, employees, consultants and contractors
With a fully virtual Group operating model with a reliance on consultants and contractors, the Group’s
ability to manage day to day tasks and its relationships with its customers and suppliers could be
undermined by failure to recruit key personnel. The Group endeavours to offer attractive remuneration
and a positive working environment for all people involved in its projects. The Board are incentivised as
detailed in the Directors’ Remuneration Report.
9
Strategic Report
Continued
Business development risks in terms of timing and success of deal flow
Opportunities to generate value from the portfolio have increased, but there is a need to generate further
data to make the assets as attractive as possible to potential licensees. The Group seeks to extract value
from its existing pipeline through early licensing deals once sufficient data are generated, to provide
revenue. Generation of more robust data packages will lead to a greater probability of successful licensing
discussions.
Adapting to the external environment – COVID-19
The ability of the Group to quickly adapt to external events such as the outbreak of COVID-19 may impact
the delivery of our strategy. The pandemic could cause further impact to external research. Our primary
focus remains the safety of our employees. The Group follows Government advice whilst allowing
employees to work flexibly. The risks are also minimised by the Group’s virtual business model, allowing
the Board to work remotely and effectively. Close liaison with contractors ensures that Group projects are
progressed according to agreed timelines and costs.
Financial risk management
Failure to achieve strategic plans or meet targets or expectations
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the Group
and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected
capital expenditures and projected strategic investment opportunities. Further detail on the Group’s risk
management policies and procedures are set out in Note 20 of the financial statements.
10
Strategic Report
Continued
Financial Highlights
Net assets at year-end of £4,737,962 (2021: £5,686,261) which includes £464,095 cash at bank
(2021: £1,669,780)
The Group delivered a loss on ordinary activities (after tax credit) for the year of £1,108,993 (2021:
loss of £1,253,497) and a loss per share of 0.19p (2021: 0.22p). The reported loss is driven mainly
by costs related to the further development of pipeline assets
Total revenue for the year of £50,000 (2021: £195,550)
Future outlook
The Non-Executive Directors’ Statement on pages 4 to 6 gives information on the outlook of the Group.
Performance
The following are the key performance indicators (“KPIs”) considered by the Board in assessing the Group’s
performance against its objectives. These KPIs are:
Financial KPIs
The Group is currently at a stage where the Board considers availability of cash to fund the planned R&D
activities to be the primary KPI. At 31 March 2022 cash balances totalled £464,095 (2021: £1,669,780). The
Board will consider introducing additional KPIs to monitor the Group’s development as they become
relevant in the future.
Meeting financial targets:
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the Group
and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected
capital expenditures and projected strategic investment opportunities. Further detail on the Group’s risk
management policies and procedures are set out in Note 20 of the financial statements.
Revenue from collaborative technology licensing agreements:
During the year, collaborative agreements with third parties entailed providing fee-for-service work and
applying Nuformix know how to their proprietary products. This has provided Nuformix with limited short-
term revenue streams.
The future Group strategy is to prioritise its resources on progressing its own portfolio to generate licensing
revenue.
11
Strategic Report
Continued
Non-Financial KPIs
Progress of Lead Programmes:
The Group strategy is to generate revenue streams through applying and further developing its IP to
produce proprietary product opportunities for short-term development and early out-licensing
opportunities. Thus, progression of its assets towards licensing is crucial to the business.
NXP002: During the year the Group prioritised the development of NXP002, its IPF candidate, and
generated further preclinical data. Post-period, studies are ongoing to provide a more robust data package
for potential early licensing. In addition, two abstracts describing the NXP002 were peer-reviewed and
accepted for presentation at the European Respiratory Society (“ERS”). Progression of the planned R&D,
filing a patent application and peer reviewed acceptance of submitted abstracts are important
performance indicators.
NXP001: In the Group signed an exclusive global licensing agreement with Oxilio to license the NXP001 IP
for oncology indications. Securing the full licensing agreement is an important performance indicator.
NXP004: During the year, the Group discovered new forms of olaparib, a commercially attractive oncology
drug, and filed an additional patent application, an important performance indicator.
Co-development with third parties:
Co-development of generic products with third parties, where Nuformix’s knowhow or IP could provide
extended patent protection is a potential business model although the Group is prioritising its resources on
progressing its own portfolio to generate licensing revenue.
Section 172
The Board considers the interests of the Group’s employees and other stakeholders, including the impact
of its activities on the community, environment and the Group’s reputation, when making decisions. The
Board ensures that its decisions offer the best chance to promote the success of the Group as a whole and
consider the likely and long-term consequences for all stakeholders, particularly (though not exclusively)
considering the following:
How the views and interests of all stakeholders were represented in the boardroom during the
year. Open and honest discussion at Board level considers the impact on the Group’s stakeholders
when reviewing items flowing to the Board as part of its activities, whether this is reviewing
strategy, budget or a business development opportunity
Given the size and stage of development of the Group, the Board has not formally adopted a
mechanism to obtain stakeholder feedback. However, the Group’s Directors can be contacted at
info@nuformix.com should any stakeholders wish to contact the Group and shareholders may
contact the Company’s investor relations adviser, IFC Advisory Limited, at nuformix@investor-
focus.co.uk.
12
Strategic Report
Continued
The Group’s strategy and business model detailed in the Non-Executive Directors’ Statement, on
pages 4 to 6
How the Group manages risks, on pages 7 to 9
Corporate governance, on pages 14 to 19, including how governance supported the delivery of our
strategic objectives in this period
The Strategic Report was approved by the Board on 27th July 2022 and signed on its behalf by:
Dr Julian Gilbert
Maddy Kennedy
Non-Executive Director
Non-Executive Director
27th July 2022
27th July 2022
13
Board of Directors
Dr Julian Gilbert, Non-Executive Director
Dr Julian Gilbert, Non-Executive Director, has more than 30 years of commercial and technical experience
in the pharmaceutical industry gained at a number of companies including Chiroscience, Mundipharma
International, BTG and GSK. Most recently, Julian was co-founder and CEO of Acacia Pharma Group
(Acacia), a leading hospital pharmaceuticals company, raising approximately £100 million in private and
public funding and leading its flotation on Euronext in 2018. Acacia launched its lead product BARHEMSYS®,
repurposed amisulpride for the management of PONV, in the US in 2020. Prior to this, he was co-founder
and Commercial Director of Arakis, a specialist pharmaceutical company repurposing known drugs, that
was sold to Sosei in 2005 for £107 million, having licensed Seebri®/Ultibro® to Novartis. Julian is currently a
Non-Executive Chairman of Exvastat and River BioMedics and a Non-Executive Director of Monument
Therapeutics. Julian has a degree in pharmacy and a PhD in pharmaceutics, both from the University of
Nottingham.
Committees: Julian is Chair of the Nomination and Remuneration Committees and a member of the Audit
Committee.
Maddy Kennedy, Non-Executive Director
Maddy Kennedy, FCCA, is an experienced CFO with a background in the life sciences sector in both public
and private companies with experience in fundraising, financial modelling, M&A and IPO activities. Maddy
is currently CFO at Arquer Diagnostics, Tetris Pharma and NuroKor, her previous roles include being CFO
and/or Board Director at MyHealthChecked plc, Ieso Digital Health Ltd, PsiOxus Therapeutics Ltd and Lab21
Limited and was Finance Director at Alliance Pharma plc, taking it through its IPO. Maddy is an FCCA and
has a Post Graduate Diploma in Financial Strategy from Said Business School, Oxford.
Committees: Maddy is Chair of the Audit Committee and a member of the Nomination and Remuneration
Committees
14
Corporate Governance Report
We are pleased to present the Corporate Governance report for the year ended 31 March 2022. This
section of the Annual Report provides a description of our corporate governance structure and processes
whilst setting out their application throughout the year ended 31 March 2022.
The Board considers that the Group has complied with all of the provisions of the UK Corporate
Governance Code throughout the year ended 31 March 2022, except as follows:
Given that the Company operates with out-sourced consultants or agency workers, the Board does
not consider it appropriate to adopt the suggested methods on workforce engagement or
implementing a diversity and inclusion policy as outlined within the UK Corporate Governance Code
2018. The Board believes that the arrangements in place are effective but will continue to keep this
under review.
Given the changes to Board composition during the year it was felt that a board evaluation would
not provide added value.
Given the size and stage of development of the Company, all non-executive director remuneration
includes share options.
The Board considers that the areas of non-compliance are likely to continue for the medium-term.
Board Leadership and Company Purpose
The Board is responsible to the Group’s shareholders for the performance, overall strategic direction,
values and governance of the Group. It provides the leadership necessary to enable the Group’s business
objectives to be met within the framework of the internal controls detailed in the report.
The Board currently comprises two Independent Non-Executive Directors, Dr Julian Gilbert and Ms Maddy
Kennedy. Collectively the Board’s aim is to increase the value of the Group and ensure its guidance and
governance is enhanced through an appropriate Board structure and experienced executive management.
Brief biographies of the Directors appear on page 13.
The Company’s Articles of Association allow the Directors to authorise conflicts of interest and a register
has been set up to record all actual and potential conflict situations which have been declared. All declared
conflicts have been approved by the Board. The Group has instituted procedures to ensure that Directors
outside interests do not give rise to conflicts with its operations and strategy.
Where there are any conflict of interests, the relevant director does not participate in Board discussions or
decisions on such matters and minutes relating to such matters are not circulated to those individuals.
The Board has adopted a schedule of matters reserved to it for approval. These include the approval of
changes to the issued share capital, any material changes in the nature or scope of the business of the
Group, any borrowing or raising of money by the Group which would result in the aggregate borrowing of
the Group exceeding £100,000 and any lending or giving security on behalf of any shareholder or associate
of any shareholder of the Group. If required the Board may delegate specific responsibilities to a
subcommittee with defined terms of reference who will then report back to the full Board at a subsequent
meeting.
The Board communicates with shareholders via RNS announcements, other appropriate communications
platforms and where possible responding to email enquiries from shareholders. It has also engaged an
independent investor relations adviser, IFC Advisory Limited, to assist with shareholder communications.
15
Corporate Governance Report
Continued
Additionally, the Board uses the AGM as an occasion to communicate with all shareholders who are
provided with the opportunity to ask questions. At the AGM, the level of proxy votes lodged on each
resolution is made available, both at the meeting and subsequently on the Group’s website. Each
substantially separate issue is presented as a separate resolution. The Committee Chairpersons are
available to answer questions from shareholders. The website also contains general information on the
Group’s business, its technology, strategy, business model and R&D activities.
Board meetings
Seven scheduled Board meetings and three ad-hoc meetings were held during the 2022 financial year. The
Board currently has six scheduled meetings for the coming financial year. At each scheduled meeting, the
Board considers a report on current operational, risk, strategic and health and safety matters, as well as a
financial and human resources report. Papers for each scheduled Board meeting are usually provided
during the week before the meeting.
The following were Directors of Nuformix plc during the year. The list below includes the attendance at the
scheduled meetings during the year. Certain directors were appointed or resigned during the financial year
and therefore were not eligible to attend all meetings. Figures in brackets denote the maximum number of
meetings that could have been attended.
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Meetings held
Dr Julian Gilbert
Dr Alastair Riddell1
Dr Anne Brindley2
Dr Joanne Holland3
Ms Maddy Kennedy
Karl Keegan4
7
7
6 (6)
5 (5)
1 (1)
7
1 (1)
3
3
2 (3)
-
-
3
1 (1)
3
3
1 (1)
-
1 (1)
3
1 (1)
2
2
1 (1)
-
-
2
1 (1)
1 – Dr Alastair Riddell was appointed to the Board on 24th May 2021 and resigned on the 31st May 2022
2- Dr Anne Brindley resigned from the Board on 16th December 2021
3 - Dr Joanne Holland resigned from the Board on 31st May 2021
4 – Karl Keegan resigned from the Board on 24th May 2021
Division of Responsibilities
The Directors possess a wide range of skills, knowledge and experience relevant to the strategy of the
Company, including financial, legal, governance, regulatory and industry experience as well as the ability to
provide constructive challenge to the views and actions of those employed by the Group in meeting agreed
strategic goals and objectives.
In the opinion of the Board, all directors are considered to be independent in character and judgement and
there are no relationships or circumstances that are likely to affect (or could appear to affect) their
judgement. Dr Julian Gilbert is the Company’s Senior Independent Director.
16
Corporate Governance Report
Continued
The Board is of the view that those who held office during the 2022 financial year committed sufficient
time to fulfil their duties as members of the Board.
There are agreed procedures for the Directors to take independent professional advice, if necessary, at the
Group’s expense. All Directors have access to the advice and services of the Company Secretary. In
addition, newly appointed Directors are provided with comprehensive information about the Group as part
of their induction process.
The Board has Audit, Remuneration and Nomination committees. During 2020, the Disclosure Committee
was reconstituted as a sub-committee of the Audit Committee.
Each Board committee has established terms of reference detailing its responsibilities and powers. These
are available in the Investors section at www.nuformix.com.
Composition, Succession and Evaluation
The Company has established a Nomination Committee comprising of Dr Julian Gilbert as Chairman and Ms
Maddy Kennedy as a member. The Committee is responsible for assisting the Board in determining the
composition and make- up of the Board. It is also responsible for periodically reviewing the Board’s
structure and identifying potential candidates to be appointed as Directors, as the need arises. The
selection process is, in the Board’s view, both rigorous and transparent in order to ensure that
appointments are made on merit and against objective criteria set by the Committee. In reviewing
potential candidates, the Committee considers the benefits of diversity the Board, while ensuring that
appointments are made based on merit and relevant experience.
The Nomination Committee meets as required, but at least once each year. The terms of reference for the
Committee are available at www.nuformix.com.
The Committee, in consideration of skills and succession planning, looks at the balance, structure and
composition of the Board and takes into account the future challenges and opportunities facing the Group.
Each Non-Executive Director is appointed for an initial term of one year. Subject to agreement, satisfactory
performance and re-election by shareholders, their appointments may be renewed for further terms of
one year.
In order to comply with the UK Corporate Governance Code, all Directors will offer themselves for re-
election by shareholders at each AGM.
While no formal structured continuing professional development programme has been established for the
non-executive Directors, every effort is made to ensure that they are fully briefed before Board meetings
on the Group’s business. In addition, they receive updates from time to time from the executive Directors
on specific topics affecting the Group and from the Company Secretary on recent developments in
corporate governance and compliance. The Group also arranges Director training, from time to time, on
Corporate Governance topics and general Director’s responsibilities. Each of the Non-Executive Directors
independently ensures that they update their skills and knowledge sufficiently to enable them to fulfil their
duties appropriately.
17
Corporate Governance Report
Continued
Given the changes to Board composition during the year it was deemed that a board evaluation review
would not provide added value and the Board has agreed to review the need for a Board evaluation
periodically.
Audit, Risk and Internal Control
In its obligation to establish formal and transparent arrangements for considering risk management and
internal controls in addition to maintaining an appropriate relationship with the Group’s auditors, the
Board has established an Audit Committee. This currently comprises Ms Maddy Kennedy as Chair with Dr
Julian Gilbert as a member. All members of the Committee have been deemed to possess competence
relevant to the sector in which the Group operates and Maddy Kennedy has recent and relevant financial
experience.
The terms of reference for the Committee take into account the requirements of the Code and are
available at www.nuformix.com. The current composition of the Committee meets the requirement set out
for smaller companies. A key role of the Committee is to assist the Board with the discharge of its
responsibilities in relation to the Group’s financial statements in the areas set out below.
Corporate reporting
The Committee monitors the integrity of the financial statements of the Group and formal announcements
relating to the Group’s financial performance, reviewing significant financial reporting judgements
contained therein. It reviews the draft annual financial statements and half year results statements prior to
discussion and approval by the Board. It also reviews the external auditor’s detailed reports on these
statements.
The Committee then reports to the Board on matters which it believes the Board should consider in
ensuring the publication of the financial reports provide a fair, balanced and understandable assessment of
the Group’s position. The Committee also considers the findings reported to it by the external auditor’s
process.
The Group has control mechanisms in place for the engagement of the external auditor in the supply of
non- audit services. These controls ensure that the objectivity and independence of the external auditor is
monitored and maintained in projects of a non-audit nature. These controls are reviewed annually to
consider their continued appropriateness and effectiveness. It is, however, acknowledged that, due to their
detailed understanding of the Group’s business, it may sometimes be necessary or desirable to involve the
external auditor in non-audit related work to the extent permitted.
Internal control and risk management
Risk management and internal controls is a standing agenda item for each Audit Committee meeting. The
Committee reviews the effectiveness of the internal controls throughout the year and will take any
necessary actions should any significant failings or weaknesses be identified. Details of the principal risks
and uncertainties potentially facing the Group can be found in the Strategic Report on pages 7 to 9.
Given the size and current stage of development of the Group, the Board acknowledges that it is ultimately
responsible for ensuring the Group’s systems of internal controls and risk management remain effective.
18
Corporate Governance Report
Continued
The Board continues to assess:
Risks
Financial performance
Governance
Performance of the External Auditor
Remuneration
The Board has established a Remuneration Committee in order to set formal and transparent procedures
and policies for development of Directors’ remuneration packages. The role of the Remuneration
Committee is to determine and agree with the Board the broad policy for the remuneration of executives
and Senior Managers as designated, as well as for setting the specific remuneration packages, including
pension rights and any compensation payments of all executive Directors and the Chairman. The Company’s
remuneration policies and practices are designed to support its long-term strategy and promote the long-term
sustainable success of the Company.
The terms of reference for the Committee consider the requirements of the Code and are available at
www.nuformix.com.
The Group’s Remuneration Report can be found on pages 19 to 23.
Financial Reporting
The Directors have acknowledged, in the Statement of Directors’ Responsibilities set out on pages 25 and
26, their responsibility for preparing the financial statements of the Group. The external auditor has
included, in the Independent Auditor’s Report set out from page 27 to 32, a statement about its reporting
responsibilities.
The Directors are also responsible for the publication of a half year report for the Group, which provides a
balanced and fair assessment of the Group’s financial position for the first six months of each accounting
year.
Dr Julian Gilbert
Maddy Kennedy
Non-Executive Director
Non-Executive Director
27th July 2022
27th July 2022
19
Remuneration Report
Remuneration for the year ended 31 March 2022
The remuneration tables below (which have been subject to audit) set out amounts paid to each Director
during the financial years ended 31 March 2022 and 31 March 2021:
Dr Joanne Holland
Dr Anne Brindley
TOTAL
Dr Karl Keegan
Dr Julian Gilbert
Ms Maddy Kennedy
Mr Alastair Riddell
TOTAL
Dr Dan Gooding
Dr Joanne Holland
Dr Anne Brindley
TOTAL
Dr Chris Blackwell
Dr Karl Keegan
Dr Julian Gilbert
Ms Maddy Kennedy
TOTAL
2022
Annual salary /
fees
£’000
Share Based
Payments
£’000
Pension
contributions
£’000
11
72
83
5
27
27
56
115
–
–
–
–
1
1
1
3
–
1
1
–
–
–
–
–
Total
£’000
11
73
84
5
28
28
57
118
Annual salary/fees
£’000
2021
Share Based
Payments
£’000
Pension
contributions
£’000
Total
£’000
*90
96
29
215
39
39
9
9
96
–
–
–
–
–
106
–
–
106
1
1
–
2
–
–
–
–
–
91
97
29
217
39
145
9
9
202
Total
£’000
72
72
120
121
449
383
*:included within salary is £20,000 in respect of compensation for loss of office
Remuneration of CEO since listing:
Year
2022 (Anne Brindley)
2022 total
2021
2020
2019
2018
Remuneration
£’000
72
72
120
121
126
111
Annual bonus
£’000
-
-
-
-
5
-
SBP charge
£’000
-
-
-
-
323
272
20
Remuneration Report
Continued
Non-Executive Directors’ letters of appointment
The following table provides details of the Non-executive Directors’ letters of appointment:
Name
Date of Appointment
Julian Gilbert
Maddy Kennedy
Alastair Riddell
24 November 2020
2 December 2020
24 May 2021
The Non-executive Directors’ letters of appointment provide for termination by either party by giving the
other not less than one months’ notice in writing and the Executive Directors’ letters of appointment
provide for termination by either party by giving the other not less than six months’ notice in writing. Each
Non-Executive Director is appointed for an initial term of one year. Subject to agreement, satisfactory
performance and re-election by shareholders, their appointments may be renewed for further terms of
one year.
Directors’ interests in shares
The beneficial interests of the Directors in the ordinary shares of the Company are set out below:
J Holland*
A Brindley
A Riddell
J Gilbert
M Kennedy
K Keegan*
As at 31 March
2022
Number of
ordinary shares
37,500,000
500,000
750,000
250,000
250,000
250,000
As at 31 March
2021
Number of
ordinary shares
37,500,000
500,000
-
250,000
250,000
250,000
* Share options disclosed in directors’ report on page 24
Except as stated above, the Company is not aware of any other interests of any Director in the ordinary
share capital of the Company. There are no requirements or guidelines concerning share ownership by
Directors.
This report has been approved by the Board.
Dr Julian Gilbert
Maddy Kennedy
Non-Executive Director
Non-Executive Director
27th July 2022
27th July 2022
21
Remuneration Policy
The Remuneration Policy (the “Policy”) was initially approved by shareholders at the 2018 AGM of the
Company. The Remuneration Committee is not proposing to make any major changes to the existing Policy
however in line with industry best practice and the three-year Policy cycle the Company will be seeking
shareholder approval at this year’s AGM. The effective date of this Policy is the date on which the Policy is
approved by shareholders.
The Remuneration Policy is designed to reflect remuneration trends and employment conditions across the
Group, to support the Group’s business strategy and to help the Group promote and attain its objective of
long- term success.
The Remuneration Committee intends the Remuneration Policy to apply for a further two years and will
undertake an annual review of the policy to ensure the content continues to reflect the Group’s business
strategy.
Below is a table summarising the main aspects of the Remuneration Framework.
Fixed Element and Purpose
Operation
Base Salary
Salary is paid monthly.
To provide a basic salary
commensurate with role and
experience which is comparable
with that for similar
pharma/biotech, companies of a
similar size in the Cambridge
Region (we use Radford’s recent
Cambridge Survey as a
comparator). The quantum of
salary is also traded off against the
Group’s financial resources and its
ability to pay salary for a sustainable
period.
Salaries are reviewed annually by
the Group’s Remuneration
Committee.
Factors affecting salary pay are:
•
•
any relevant deductions (the
Group offers a cycle scheme
vouchers); and
attainment of any bonus-
related pay within a specified
period in which the salary is
paid.
Maximum Potential
Salary/Opportunity
There is no maximum salary
opportunity.
Performance
Metrics
Not applicable.
Salaries are paid based upon
business performance and
individual contributions towards
this within the financial year.
Salaries will be paid in accordance
with the 2017 Radford Report
which provides a benchmark for pay
for numerous technical and
management roles within the
pharma/biotech and related
companies in the Cambridge area.
Pensions
Our purpose at present is to
comply with current legislation.
that
In the future we are looking to
provide a pension contribution
role and
commensurate with
experience which is comparable
with
similar
pharma/biotech, companies of a
in the Cambridge
similar size
Region (we use Radford’s recent
Cambridge Survey as a comparator)
when cash resources within the
business allow it.
for
Not applicable.
Employees are automatically signed
up to the Group’s pension plan.
The contributions to a defined
contribution plan are in accordance
with automatic enrolment scheme
minimum sums effective from 6 April
2019.
At present, the maximum employer
contributions required by law are
2% (from 6th April 2018 – 5th April
2020). However, this will be
increasing to 3% from 6th April 2020
where the employee will be subject
to contributing a minimum of 5%.
Executives cannot receive a cash
equivalent or salary supplement.
subject
to
are
Contributions
legislative
however
change
employees are not restricted in
their contributions.
There are no maximum employee
contributions.
There are no cash allowances.
These rules apply to all employees.
Other Benefits (in cash or kind)
The Group aims to provide a
broader benefits package
to
employees.
Cycle scheme vouchers are
available to employees.
Benefits are limited to maximum
tax-free allowances.
Not applicable.
22
Maximum Potential
Salary/Opportunity
There is no maximum.
Remuneration Policy
Continued
Variable Element
and Purpose
Bonuses
The Group aims to provide
an appropriate incentivised
programme relating to
individual performance.
Operation
The discretionary annual bonus scheme is
designed to reward contributions made to
the Group that exceed the expectations of
the work levels expected and relate to
commercial events, specifically income
from intellectual property out-licensing,
collaborative development programmes or
fundraising.
Executive management is currently eligible
to receive bonus payments in relation to
commercial transactions relating to the
licensing of the Group’s patents (1% of
License Fees received from the out-
licensing of Nuformix patents for a period
of three years from commencement).
The Committee determines the annual
targets and key performance indicators
(“KPIs”) and assesses the performance
against these targets and KPIs.
Long Term Incentive
Schemes (“LTIS”)
The Committee determines awards under
LTIS annually.
There is no maximum.
Bonus payments
effectively provide this for
three years, as do the option
agreements, which provide
this for five years.
Profit sharing and Specific
Incentive Remuneration
Schemes/Arrangements
There are no current plans
for profit sharing.
Share Option Schemes
and Share Option Plans
Specific bonus schemes awarded as
disclosed.
No maximum.
Provide employees with
tax efficient means to
benefit as they contribute
to the growth of the
Group.
Performance Metrics
Bonuses are paid in the
event of securing License
fees from the out-licensing
of Nuformix assets and
will depend upon the
financial strength of the
Group.
Future metrics to be
agreed as the Group
continues to execute its
Corporate Development
strategy.
Bonuses are paid in the
event of securing License
Fees from the out-licensing
of Nuformix patents.
Employees must stay with
the business and be good
leavers.
23
Remuneration Policy
Continued
Safeguards (i.e. clawback)
The Committee has implemented a safeguard to ensure the business and remuneration targets are met in
a sustainable way and performance reflects genuine achievement against those targets and therefore
represents the delivery of value for shareholders. For each performance measure, the impact of any
acquisition, divestment, out-licensing event or collaboration will be quantified and adjusted for after the
event. Any major adjustment in the calculation of performance measures will be disclosed to shareholders
on vesting. The Chairman of the Audit Committee and other members, who are also members of the
Remuneration Committee, provide input on the Audit Committee’s review of the Group’s performance and
oversight of any risk factors relevant to remuneration decisions.
24
Directors’ Report
The Directors present their report and the financial statements for the year ended 31 March 2022.
Results and Dividends
The loss for the year, after tax, amounted to £1,108,993 (2021 Loss: £1,253,497). The directors do not
recommend payment of a dividend (2021: £nil).
Substantial shareholdings
As at 25 June 2022 the Company is aware of the following notifiable interests in its voting rights:
Lanstead Capital Investors LP
Dr D J Gooding
Dr J M Holland
Centre for Process Innovation
Directors of the Company
Number of ordinary
shares
96,749,798
37,500,000
37,500,000
26,600,000
Percentage of voting rights
13.64
5.29
5.29
3.75
The Directors, who held office during the year, were as follows:
Dr A Brindley (Resigned 16 December 2021)
Dr J C Gilbert
Ms M E Kennedy
Dr A J Riddell (Appointed 24 May 2021, Resigned 31 May 2022)
Dr J M Holland (Resigned 31 May 2021)
Dr K D Keegan (Resigned 24 May 2021)
Directors’ interests in shares
The interests in the equity of the Company held by Directors, who were directors during the year, are set
out below:
As at 31 March
2022
Number of ordinary
shares
As at 31 March
2022
Number of share
options and
warrants
As at 31 March
2021
Number of ordinary
shares
As at 31 March
2021
Number of share
options and
warrants
37,500,000
36,860,000
37,500,000
36,860,000
250,000
500,000
250,000
250,000
750,000
-
-
3,000,000
3,000,000
3,000,000
250,000
500,000
250,000
250,000
-
3,000,000
-
-
-
-
J Holland
K Keegan
A Brindley
J Gilbert
M Kennedy
A Riddell
25
Directors’ Report
continued
Directors’ and officers’ liability insurance
The Group has, as permitted by s234 and 235 of the Companies Act 2006, maintained insurance cover on
behalf of the Directors and Company Secretary, indemnifying them against certain liabilities which may be
incurred by them in relation to the Group.
Financial Risk Management
Details of financial risk management are provided in the Strategic Report and Note 20 to the financial
statements.
Events after the reporting date
Events after the reporting year are described in Note 22 to the financial statements.
Research and development activities
Research and development activities for the period are detailed in the Non-Executive Directors’ Statement
and Strategic Report.
Business Review and Future Developments
The review of the operations and future developments are contained in the Non-Executive Directors’
Statement and Strategic Report. The results for the year are set out in the attached financial statements.
Disclosure of information to the auditor
Each Director has taken steps that they ought to have taken as a director in order to make themselves
aware of any relevant audit information and to establish that the Group’s auditor is aware of that
information. The Directors confirm that there is no relevant information that they know of and of which
they know the auditor is unaware.
Statement of Directors’ Responsibilities
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. The Directors are required by law to prepare the Group and Parent Company
financial statements in accordance with UK-adopted international accounting standards. 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 Group and of the profit or loss for that period. In
preparing the Company and Group’s financial statements, Companies Act 2006 requires that Directors:
Select suitable accounting policies and apply them consistently;
26
Directors’ Report
continued
Make judgements and accounting estimates that are reasonable and prudent;
State whether applicable under UK-adopted international accounting standards, have been
followed, subject to any material departures disclosed and explained in the financial statements;
and
Prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group transactions and disclose with reasonable accuracy at any time the financial position of
the Group 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 Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
In the case of each person who was a director at the time of this report was approved:
So far as that Director is aware, there is no relevant audit information of which the Group’s auditor
is unaware; and,
That Director has taken all steps that the director ought to have taken as a director to make himself
aware of any relevant audit information and to establish that the Group’s auditor is aware of that
information.
Auditors
A resolution to reappoint Jeffreys Henry Audit Limited as auditors will be presented to the members at the
Annual General Meeting in accordance with Section 485(2) of the Companies Act 2006.
On behalf of the board,
Dr Julian Gilbert
Maddy Kennedy
Non-Executive Director
Non-Executive Director
27th July 2022
27th July 2022
27
Independent Auditor’s Report
to the Members of Nuformix plc
Opinion
We have audited the financial statements of Nuformix plc (‘Parent Company’) and its subsidiary (together
the ‘Group’) for the year ended 31 March 2022 which comprise the statement of comprehensive income,
the statements of financial position, the statements of changes in equity, the statements of cash flows and
notes to the financial statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and UK-adopted
International Accounting Standards.
In our opinion, the financial statements:
•
give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March
2022 and of the loss for the year then ended;
• have been properly prepared in accordance with UK-adopted International Accounting Standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
Group in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that the Group and Parent Company
is not in a position where is it self-financing and will require further funding which has not yet been secured.
Whilst management are confident that such funding will be achieved there is an inherent material
uncertainty surrounding this. As stated in note 2, these events or conditions, along with other matters set
out in note 2, indicate that a material uncertainty exists that may cast significant doubt on the Group and
Parent Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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 evaluation of the Directors’
assessment of the Group’s ability to continue to adopt the going concern basis of accounting included, as
part of our risk assessment, review of the nature of the business of the Group, its business model and related
risks including where relevant the impact of the COVID-19 pandemic, the requirements of the applicable
financial reporting framework and the system of internal control. We evaluated the Directors’ assessment of
the Group’s ability to continue as a going concern, including challenging the underlying data and key
assumptions used to make the assessment, and evaluated the Directors’ plans for future actions in relation
to their going concern assessment.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in
the relevant sections of this report.
28
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in
the financial statements. In particular, we looked at where the Directors made subjective judgments, for
example in respect of significant accounting estimates that involved making assumptions and considering
future events that are inherently uncertain. As in all of our audits we also addressed the risk of management
override of internal controls, including evaluating whether there was evidence of bias by the Directors that
represented a risk of material misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion
on the financial statements as a whole, taking into account the structure of the Group, its accounting
processes, its internal controls and the industry in which it operates..
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the material uncertainty related to going concern section above, we
have determined the matters below to be the key audit matters to be communicated in our report.
Below is not a complete list of all risks identified by our audit.
Key Audit Matter
Impairment of goodwill
How our audit addressed the Key Audit Matter
Our key procedures, among others, included:
assessing the appropriateness of the VIU
calculations used by the management to
estimate recoverable amount of CGU;
reconciling key input data applied in the VIU
calculations to reliable supporting evidence;
and
challenging the reasonableness of key
assumptions based on our knowledge and
understanding of the business and industry.
Obtaining evidence of the commercial and
technical feasibility of the patents owned by
the subsidiary.
At 31 March 2022, the Group had goodwill of
approximately £4,023,000 (2021: £4,023,000)
arising from acquisition of business in prior
years.
For the purpose of assessing impairment on
goodwill arising from business combination,
goodwill is allocated to a single cash generating
units (‘CGU’) and the recoverable amount of the
CGU was determined with reference to value-in-
use (the ‘VIU’) calculations using cash flow
projections. In carrying out the impairment
assessment, significant management judgement
was used to determine the key assumptions
underlying the VIU calculations.
We have identified the above matter as a key
audit matter because goodwill is material to the
Group and the estimation of recoverable
amount of the CGU involved a significant degree
of management judgement and therefore was
subject to an inherent risk of error.
29
How our audit addressed the Key Audit Matter
We have performed the following audit procedures:
Reviewed management’s plan of future
operating cashflows of the subsidiary; and
obtaining evidence of the commercial and
technical feasibility of the patents owned by
the subsidiary
Based on the audit work performed, we are satisfied
with management’s assertion on the impairment
charged on the investment in a subsidiary and the
amount due from a subsidiary on the parent
company financial statements.
Key Audit Matter
Carrying value of investment in subsidiary and
recoverability of
intercompany balance –
parent company financial statements only.
The Company had investment in a subsidiary of
£4,023,484, net of impairment of £7,226,516, at
the year ended 31 March 2022.
The amount due from a subsidiary was fully
impaired at the year ended 31 March 2022. We
identified there was a risk in relation to the
impairment on the investment held within the
parent company financial statements
its
subsidiary.
in
Management’s assessment of the recoverable
amount of investment in a subsidiary requires
estimation and judgement around assumptions
used, including the cash flows to be generated
from the continuing operations of the subsidiary.
Changes to assumptions could lead to material
changes in the estimated recoverable amount,
impacting the value of
in the
subsidiary and impairment charges.
investment
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually and
in aggregate on the financial statements as a whole.
Based on our professional judgment, we determined materiality for the financial statements as a whole as
follows:
Group financial statements
Parent Company financial statements
Overall
materiality
How
we
determined it
Rationale
for
benchmark
applied
£63,000
£57,000
5% of net loss
1% of total assets
The group as a whole is currently
focused on the development of its
Intellectual Property (IP), and as such
the users of the financial statements
will be most concerned with the
furthering
incurred
expenditure
these IP assets. As such, the most
appropriate basis
the group
materiality is net profit/loss.
for
in
The parent company is principally holding
subsidiary investment. The users of the
financial
statements will be most
concerned with the value of investment.
As such, the most appropriate basis for
the parent company materiality is total
assets.
30
We agreed with the Board of Directors that we would report to them misstatements identified during our
audit above £3,150 as well as misstatements below those amounts that, in our view, warranted reporting
for qualitative reasons.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion 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 such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in 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 in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and its environment obtained in the course of
the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
•
•
adequate accounting records have not been kept by the Group, or returns adequate for our audit have
not been received from branches not visited by us; or
the Group financial statements and the directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on pages 25 and 26, the directors
are responsible for the preparation of the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
31
In preparing the financial statements, the directors are responsible for assessing the Group’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 Group or to cease operations,
or have no realistic alternative but to do so.
Auditor’s 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 auditor’s 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 and on the Financial Reporting Council’s website,
to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations, was as follows:
•
the senior statutory auditor ensured the engagement team collectively had the appropriate
competence, capabilities and skills to identify or recognise non-compliance with applicable laws and
regulations;
• we identified the laws and regulations applicable to the Group through discussions with the Directors,
and from our commercial knowledge and experience of the biotech sector;
• we focused on specific laws and regulations which we considered may have a direct material effect on
the financial statements or the operations of the group, including Companies Act 2006, taxation
legislation, data protection, anti-bribery, employment, environmental, health and safety legislation and
anti-money laundering regulations;
• we assessed the extent of compliance with the laws and regulations identified above through making
•
enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team
remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the group’s financial statements to material misstatement, including
obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their
•
knowledge of actual, suspected and alleged fraud;
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.
To address the risk of fraud through management bias and override of controls, we:
•
•
•
•
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out
in Note 2 of the financial statements were indicative of potential bias;
investigated the rationale behind significant or unusual transactions.
32
In response to the risk of irregularities and non-compliance with laws and regulations, we designed
procedures which included, but were not limited to:
•
•
•
•
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims;
reviewing correspondence with HMRC and the group’s legal advisor.
There are inherent limitations in our audit procedures described above. The more removed the laws and
regulations are from financial transactions, the less likely it is that we would become aware of non-
compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws
and regulations to enquiry of the directors and other management and the inspection of regulatory and legal
correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as
they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part
of our auditor’s report.
Other matters we are required to address
We were appointed by the Board of Directors on 1 March 2022 to audit the financial statements for the
year ended 31 March 2022. Our total uninterrupted period of engagement is 1 year, covering the year
ended 31 March 2022.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we
remain independent of the Group in conducting our audit.
Our audit opinion is consistent with the additional report to the Board of Directors.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the Group’s members
those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and the
Group's members as a body, for our audit work, for this report, or for the opinions we have formed.
Sanjay Parmar
(Senior statutory auditor)
For and on behalf of Jeffreys Henry Audit Limited
(Statutory Auditor)
Finsgate
5-7 Cranwood Street
London EC1V 9EE
Date: 27 July 2022
Consolidated Statement of Comprehensive Income
for the year-ended 31 March 2022
Revenue
Cost of sales
Gross profit
Administrative expenses
Other operating income
Operating loss
Finance costs
Loss before tax
Income tax credit
Loss for the year and total comprehensive loss for the year
Loss per share – basic and diluted
The above results were derived from continuing operations.
Note
3
4
5
6
10
11
33
31 March
2022
£
50,000
31 March
2021
£
195,550
(1,695)
(62,307)
48,305
133,243
(1,318,577) (1,507,221)
1,300
-
(1,270,272) (1,372,678)
-
(3,054)
(1,270,272) (1,375,732)
161,279
122,235
(1,108,993) (1,253,497)
(0.19)p
(0.22)p
The accompanying notes to the financial statements on pages 37 to 64 form an integral part of the financial
statements.
Consolidated Statement of Financial Position
As at 31 March 2022
Registration number: 09632100
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Current assets
Trade and other receivables
Income tax asset
Cash and cash equivalents
Total assets
Equity and liabilities
Equity
Share capital
Share premium
Merger relief reserve
Reverse acquisition reserve
Share option reserve
Retained earnings
Total equity
Current liabilities
Trade and other payables
Total equity and liabilities
Note
12
13
14
15
16
19
34
31 March
2021
£
957
4,186,868
4,187,825
32,260
121,020
1,669,780
1,823,060
6,010,885
591,609
6,384,835
10,950,000
(8,005,195)
2,005,952
(6,240,940)
5,686,261
31 March
2022
£
438
4,150,411
4,150,849
199,600
161,279
464,095
824,974
4,975,823
615,609
6,500,817
10,950,000
(8,005,195)
2,026,664
(7,349,933)
4,737,962
237,861
237,861
324,624
324,624
4,975,823
6,010,885
These financial statements were approved by the board on 27th July 2022 and signed on its behalf by:
Maddy Kennedy
Director
The accompanying notes to the financial statements on pages 37 to 64 form an integral part of the financial
statements.
Consolidated Statement of Changes in Equity
for the year-ended 31 March 2022
35
At 1 April 2021
Loss for the year and total comprehensive
loss
Issue of share capital
Share issue costs
Share and warrant based payment
Share capital
£
591,609
Share premium
£
6,384,835
–
–
24,000
–
–
145,982
(30,000)
–
Merger relief
reserve
£
10,950,000
Reverse
acquisition
reserve
£
(8,005,195)
Share option
reserve
£
2,005,952
Retained
earnings
£
(6,240,940)
Total
£
5,686,261
–
–
–
–
–
–
–
–
–
–
–
20,712
(1,108,993)
(1,108,993)
–
–
–
169,982
(30,000)
20,712
At 31 March 2022
615,609
6,500,817
10,950,000
(8,005,195)
2,026,664
(7,349,933)
4,737,962
At 1 April 2020
Loss for the year and total comprehensive loss
Issue of share capital
Share issue costs
Share and warrant based payment
At 31 March 2021
–
101,464
–
–
591,609
Share capital
£
490,145
Share premium
£
4,480,400
Merger relief
reserve
£
10,950,000
Reverse
acquisition
reserve
£
(8,005,195)
–
2,113,535
(209,100)
–
–
–
–
–
–
–
–
–
Share option
reserve
£
1,814,613
–
–
–
191,339
Retained
earnings
£
(4,987,443)
(1,253,497)
–
–
–
Total
£
4,742,520
(1,253,497)
2,214,999
(209,100)
191,339
6,384,835
10,950,000
(8,005,195)
2,005,952
(6,240,940)
5,686,261
The accompanying notes to the financial statements on pages 37 to 64 form an integral part of the financial statements.
36
Consolidated Statement of Cash Flows
for the year-ended 31 March 2022
Cash flows from operating activities
Loss for the year
Adjustments to cash flows from non-cash items
Depreciation and amortisation
Loss on disposal of plant, property and equipment
Finance costs
Income tax credit
Share and warrant based payment
Working capital adjustments
(Increase)/Decrease in trade and other receivables
(Decrease)/Increase in trade and other payables
Cash consumed by operations
Income taxes received
Net cash used in operating activities
Cash flows from investing activities
Acquisitions of property plant and equipment
Disposals of property plant and equipment
Net cash from investing activities
Cash flows from financing activities
Issue of shares (net of costs)
Interest paid
Reduction in other loans
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at 1 April
Cash and cash equivalents at 31 March
Note
12,13
12
6
10
14
19
10
12
12
6
31 March
2022
£
31 March
2021
£
(1,108,993)
(1,253,497)
36,976
-
-
(161,279)
20,712
93,052
6,179
3,054
(122,235)
191,339
(1,212,584)
(1,082,108)
(167,340)
(86,763)
(1,466,687)
121,020
47,237
16,099
(1,018,772)
173,606
(1,345,667)
(845,166)
-
-
-
139,982
-
-
139,982
(1,205,685)
1,669,780
464,095
(605)
44,322
43,717
2,005,899
(3,054)
(75,388)
1,927,457
1,126,008
543,772
1,669,780
The accompanying notes to the financial statements on pages 37 to 64 form an integral part of the financial statements
37
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
1.
General information
Nuformix plc (“the Company”) and its subsidiary (together, “the Group”) operate in the field of
pharmaceutical development targeting unmet medical needs in fibrosis and oncology via drug
repurposing.
The Company is a public limited company which is listed on the Standard List of the London Stock
Exchange, domiciled in the United Kingdom (“the UK”) and incorporated in England and Wales.
The address of its registered office is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR.
The company operates in a virtual manner and as such does not have a principal place of business.
2.
Summary of Significant Accounting policies
Basis of preparation
On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and
became UK-adopted International Accounting Standards, with future changes being subject to
endorsement by the UK Endorsement Board. Nuformix plc transitioned to UK-adopted International
Accounting Standards in its Group and Parent Company financial statements on 1 April 2021. This change
constitutes a change in accounting framework. However, there is no change on recognition, measurement
or disclosure in the financial year reported as a result of the change in framework.
These Group and Parent Company financial statements were 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.
The financial statements of the Group and Parent Company have been prepared on accrual basis and
under historical cost convention. The financial statements are presented in Pounds Sterling which is the
Group’s functional and presentational currency.
New Standards and Interpretations
No new standards, amendments or interpretations, effective for the first time for the period beginning
on or after 1 April 2021 have had a material impact on the Group.
Standards, amendments and interpretations that are not yet effective and have not been early adopted
are as follows:
Standard
IAS 1
IAS 1
IAS 8
IAS 12
IFRS 17
Impact on initial application
Classification of liabilities as current or non-current
Disclosure of accounting policies
Accounting estimates
Deferred tax related to assets and liabilities arising
from a single transaction
Insurance contracts
Effective date
Not earlier than 1 January 2024
1 January 2023
1 January 2023
1 January 2023
1 January 2023
The Directors are evaluating the impact of the new and amended standards above. The Directors believe
that these new and amended standards are not expected to have a material impact on the financial
statements of the Group
38
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
Going concern
The financial statements have been prepared on the going concern basis of preparation which, inter alia,
is based on the Directors’ reasonable expectation that the Group and Parent Company has adequate
resources to continue to operate as a going concern for at least twelve months from the date of approval
of these financial statements. In forming this assessment, the Directors have prepared cashflow forecasts
covering the period ending 31 March 2024 that take into account the likely run rate on overheads and
research and development expenditure and the estimates of the possibilities of raising funds through
issues of equity and have considered alternative strategies should projected income be delayed or fail to
materialise.
The Group is not in a position for self-financing and will require further funding which has not yet been
secured. Whilst the Directors understand the risks and issues around raising further funds through an
equity raise, this will be carefully considered, as and when appropriate.
These circumstances indicate the existence of an inherent material uncertainty which may cast a
significant doubt on the Group’s and Parent Company's ability to continue as a going concern, when in
twelve - eighteen months’ time a thorough review of funding will be required. However, these scenarios
have already been considered and will continue to be closely monitored by the Directors. The financial
statements do not include any adjustments that would result if the company or Group was unable to
continue as a going concern.
The Directors have carried out a thorough review of costs and are clear on the development work to be
completed. Discretionary costs have been carefully reviewed and reduced where reasonable to do so
while continuing to allow the prudent running of the business.
After careful consideration, the Directors consider that they have reasonable grounds to believe that the
Group can be regarded as a going concern and for this reason they continue to adopt the going concern
basis in preparing the Group’s financial statements.
Critical Accounting Estimates and Judgements
The preparation of these financial statements under UK-adopted International Accounting Standards
requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting year. These estimates and assumptions are based upon management’s knowledge and
experience of the amounts, events or actions. Actual results may differ from such estimates.
The critical accounting estimates are considered to relate to the following:
Intangible assets
The Group recognises intangible assets in respect of goodwill arising on consolidation. This recognition
requires the use of estimates, judgements and assumptions in determining whether the goodwill is
impaired at each year end.
39
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
Share options
The Group’s fair values equity-settled share-based payment transactions using the Black-Scholes model.
The use of the models involves judgements and estimates including an assessment of whether the shares
will vest. Should actual future outcomes differ from these assessments the amounts recognised on a
straight-line basis would vary from those currently recognised.
Basis of consolidation
The Group’s financial statements consolidate those of the parent company and its subsidiary as of 31
March 2022. Its subsidiary has a reporting date of 31 March.
All transactions and balances between Group companies are eliminated on consolidation, including
unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-
group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from
a Group perspective. Amounts reported in the financial statements of its subsidiary have been adjusted
where necessary to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
Business combinations
The Group applies the acquisition method in accounting for business combinations. The consideration
transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date
fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which
includes the fair value of any asset or liability arising from a contingent consideration arrangement.
Acquisition costs are expensed as incurred.
Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and
provision of services in the ordinary course of the Group’s activities. Revenue is shown net of sales/value
added tax, returns, rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when:
•
•
•
the amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity; and,
specific criteria have been met for each of the Group activities, such as the demonstration of
milestone achievements in research or acceptance by both parties.
40
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
Segmental information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-makers. The chief operating decision-makers, who are responsible for allocating
resources and assessing performance of the operating segments, has been identified as the executive
Board of Directors.
All operations and information are reviewed together so that at present there is only one reportable
operating segment.
In the opinion of the Directors, during the year the Group operated in the single business segment of the
research and development of pharmaceutical products using technology developed by the Group.
Taxation
Taxation comprises current and deferred tax. Current tax is based on taxable profit or loss for the period.
Taxable profit differs from net profit or loss as reported in the income statement because it excludes items
of income or expense that are taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group’s current tax asset is calculated using tax rates that have been
enacted or substantively enacted at the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
financial information and the corresponding tax bases used in the computation of taxable profit and is
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial
recognition of goodwill or from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Company is able to control
the reversal of the temporary difference and it is probable that the temporary difference will not reverse
in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is
settled, or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates
to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and liabilities on a net basis.
41
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
Property, plant and equipment
Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent
accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in
installation.
their
acquisition
and
Depreciation
Depreciation is charged to write off the cost of assets over their estimated useful lives, as follows:
Asset class
Depreciation method and rate
Computer equipment
33.33% straight line
Goodwill and Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the
Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the
entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is
subsequently measured at cost less any accumulated impairment losses. Goodwill is held in the currency
of the acquired entity and revalued to the closing rate at each reporting year date.
Goodwill is not amortised, but it is tested for impairment annually, or more frequently if events or changes
in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment
losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to
the entity sold.
Goodwill is allocated to cash-generating units (“CGUs”) for the purpose of impairment testing. The
allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business
combination in which the goodwill arose. The Group currently has only one CGU.
Other intangible assets, including customer relationships, licences, patents and trademarks, that are
acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation
and any accumulated impairment losses.
Amortisation is provided on the Group’s patents to write off the cost, less any estimated residual value,
over their expected useful economic life on a 10% straight line basis.
42
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
Impairment testing of goodwill, other intangible assets and property, plant and equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). As a result, some assets are tested individually for
impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-
generating units that are expected to benefit from synergies of a related business combination and
represent the lowest level within the Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated (determined by the Group’s management as
equivalent to its operating segments) are tested for impairment at least annually. All other individual
assets or cash-generating units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s (or cash-generating unit’s) carrying
amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-
in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-
generating unit and determines a suitable discount rate in order to calculate the present value of those
cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest
approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset
enhancements. Discount factors are determined individually for each cash-generating unit and reflect
current market assessments of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to
that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the
cash-generating unit.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid
investments that are readily convertible to a known amount of cash and are subject to an insignificant risk
of changes in value.
Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets
and liabilities.
i) Classification
The Company classifies its financial assets in the following measurement categories:
•
those to be measured at amortised cost.
The classification depends on the Company’s business model for managing the financial assets and the
contractual terms of the cash flows.
The Company classifies financial assets as at amortised cost only if both of the following criteria are met:
43
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
•
•
the asset is held within a business model whose objective is to collect contractual cash flows; and
the contractual terms give rise to cash flows that are solely payment of principal and interest.
ii) Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on which the
Company commits to purchase or sell the asset). Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired or have been transferred and the Company has
transferred substantially all the risks and rewards of ownership.
iii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows
represent solely payments of principal and interest, are measured at amortised cost. Interest income from
these financial assets is included in finance income using the effective interest rate method. Any gain or
loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses)
together with foreign exchange gains and losses. Impairment losses are presented as a separate line item
in the statement of profit or loss.
iv) Impairment
The Company assesses, on a forward looking basis, the expected credit losses associated with any debt
instruments carried at amortised cost. The impairment methodology applied depends on whether there
has been a significant increase in credit risk. For trade receivables, the Company applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Financial liabilities
The Group’s financial liabilities include other payables.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction
costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method
except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair
value with gains or losses recognised in profit or loss (other than derivative financial instruments that are
designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in
profit or loss are included within finance costs or finance income.
44
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
Equity
Equity comprises the following:
•
•
•
•
•
•
“Share capital” represents the nominal value of equity shares.
“Share premium” represents the amount paid for equity shares over the nominal value.
“Reverse acquisition reserve” arises due to the elimination of the Company’s investment in
Nuformix Technologies Limited.
“Merger relief reserve” represents the share premium arising on issue of shares in respect of
the reverse acquisition takeover.
“Share option reserve” represents the fair value of options issued.
“Retained earnings” represents retained earnings/losses.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a separate
entity and has no legal or constructive obligations to pay further contributions if the fund does not hold
sufficient assets to pay all employees the benefits relating to employee service in the current and prior
years.
For defined contribution plans contributions are paid into publicly or privately administered pension
insurance plans on a mandatory or contractual basis. The contributions are recognised as employee
benefit expense when they are due. If contribution payments exceed the contribution due for service,
the excess is recognised as an asset.
Share based payments
Equity-settled share-based payments to employees and others providing similar services are measured
at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-
market-based vesting conditions. Details regarding the determination of the fair value of equity-settled
share-based transactions are set out in note 17.
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 Group’s estimate of the number of equity
instruments that will eventually vest. At each reporting date, the Group revises its estimate of the
number of equity instruments expected to vest as a result of the effect of non-market-based vesting
conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such
that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.
45
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
Equity‑settled share‑based payment transactions with parties other than employees are measured at
the fair value of the goods or services received, except where that fair value cannot be estimated
reliably, in which case they are measured at the fair value of the equity instruments granted, measured
at the date the entity obtains the goods or the counterparty renders the service.
For cash‑settled share‑based payments, a liability is recognised for the goods or services acquired,
measured initially at the fair value of the liability. At each reporting date until the liability is settled, and
at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value
recognised in profit or loss for the year.
Earnings per Ordinary Share
The Company presents basic and diluted earnings per share data for its Ordinary Shares.
Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders
by the weighted average number of Ordinary Shares outstanding during the period.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary
Shares for the effects of dilutive potential Ordinary Shares
Investment in subsidiaries
Investments in subsidiaries are carried in the Company’s balance sheet at cost less accumulated
impairment losses. On disposal of investments in subsidiaries the difference between disposal proceeds
and the carrying amounts of the investments are recognised in profit or loss.
3.
Revenue
The analysis of the Group’s revenue for the year from continuing operations is as follows:
Rendering of services
Licensing Fees
2022
£
2021
£
-
145,550
50,000
50,000
50,000
195,550
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
Other operating income
4.
The analysis of the Group’s other operating income for the year is as follows:
Miscellaneous other operating income
5.
Operating loss
Arrived at after charging
Depreciation expense (including lease depreciation)
Amortisation expense
Loss on disposal of tangible fixed assets
Research and development expenditure
Share option and warrant charge
Details of the share-based payments can be found in Note 17.
6.
Finance income and costs
Finance costs
Interest on lease liabilities
Total finance costs
46
2022
£
-
2021
£
1,300
2022
£
519
36,457
-
572,921
20,712
2021
£
32,058
60,994
6,179
362,878
191,399
2022
£
2021
£
-
-
3,054
3,054
47
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
7.
Staff costs
The aggregate payroll costs (including directors’ remuneration) were as
follows:
Wages and salaries
Social security costs
Pension costs, defined contribution scheme
2022
£
197,983
18,533
1,721
218,237
2021
£
388,594
36,404
3,870
428,868
The average number of persons employed by the Group (including directors) during the year and
analysed by category was as follows:
Research and development
Non-executive directors
Total
8.
Directors’ remuneration
The Directors’ remuneration for the year was as follows:
Remuneration
Share based payment charge
2022
No.
2
2
4
2021
No.
3
2
5
2022
£
197,983
3,895
201,878
2021
£
311,096
105,803
416,899
Further information about the remuneration of individual directors are provided in the Directors’
Remuneration Report.
48
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
During the year, the number of Directors who were receiving pension benefits was as follows:
Accruing benefits under money purchase pension scheme
2022
No.
2
2021
No.
2
Details of the total remuneration paid for the services of the directors are set out on pages 19 to 23 in
the Remuneration Report.
In respect of the highest paid director:
Remuneration
9 .
Auditors’ remuneration
Audit of the financial statements – Group
Audit of the financial statements – Company
Audit related assurance service
Income tax
10.
Tax (credited) in the income statement
Current taxation
UK corporation tax
Adjustment in respect of prior years
2022
£
72,143
2022
£
34,000
19,000
-
2021
£
97,000
2021
£
34,000
19,000
5,000
2022
£
2021
£
(161,279)
-
(121,020)
(1,215)
(161,279)
(122,235)
The tax on loss before tax for the year is lower than (2021: lower than) the standard rate of corporation
tax in the UK of 19% (2021: 19%).
49
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
The differences are reconciled below:
Loss before tax
Corporation tax at standard rate 19%
Excess of depreciation over capital allowances
Expenses not deductible
Tax losses for which no deferred tax asset was recognized
Adjustment in respect of research and development tax credit
Adjustment in respect of prior years
Total tax credit
2022
£
(1,270,272)
2021
£
(1,375,732)
(241,352)
6,932
3,935
138,601
(69,396)
-
(261,389)
7,036
36,354
149,052
(52,073)
(1,215)
(161,279)
(122,235)
No deferred tax asset has been recognised as the Directors cannot be certain that future profits will be
sufficient for this asset to be realised. As at 31 March 2022 the Group has tax losses carried forward of
approximately £4,853,000 (2021: £4,120,000).
11.
Loss per share
Loss per share is calculated based on the weighted average number of shares outstanding during the
period. Diluted loss per share is calculated based on the weighted average number of shares outstanding
and the number of shares issuable as a result of the conversion of dilutive financial instruments.
Loss after tax
Weighted average number of shares – basic and diluted
Basic and diluted loss per share
2022
£
(1,108,993)
598,447,724
(0.19)p
2021
£
(1,253,497)
580,629,372
(0.22)p
There is no difference between the basic and diluted earnings per share as the effect would be to decrease
earnings per share.
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
12.
Property, plant and equipment
Cost
At 1 April 2021
Additions
Disposals
At 31 March 2022
Depreciation
At 1 April 2021
Charge for the year
Eliminated on disposal
At 31 March 2022
Carrying amount
At 31 March 2022
At 31 March 2021
50
Total
£
1,561
-
-
1,561
604
519
-
Computer
equipment
£
1,561
-
-
1,561
604
519
-
1,123
1,123
438
957
438
957
51
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
13.
Intangible assets
Cost
At 1 April 2021
Additions
Written-off
At 31 March 2022
Amortisation
At 1 April 2021
Amortisation charge
On written-off
At 31 March 2022
Net book value
At 31 March 2022
At 31 March 2021
Goodwill
£
4,023,484
–
-
4,023,484
–
–
-
–
Patents
£
449,611
–
(85,035)
364,576
286,227
36,457
(85,035)
237,649
Total
£
4,473,095
–
(85,035)
4,388,060
286,227
36,457
(85,035)
237,649
4,023,484
4,023,484
126,927
163,384
4,150,411
4,186,868
For impairment testing purposes, management considers the operations of the Group to represent a
single cash generating unit (CGU) focused on pharmaceutical development, targeting unmet medical needs in
fibrosis and oncology via drug repurposing. The directors have assessed the recoverable amount of goodwill,
which in accordance with IAS36 is the higher of its value in use and its fair value less cost to sell (fair value), in
determining whether there is evidence of impairment.
As at 31 March 2022, the Group assessed the recoverable amount of the CGU with reference to a value-
in-use calculation based on cash flow projection of the subsidiary. The calculations uses cash flow
projection based on financial budgets approved by the Directors covering a 30-year period with discount
rate of 15% assumed. The recoverable amount of the CGU based on the value-in-use calculation
exceeded its carrying amount. The Directors also assessed the market capitalisation of the Group with
reference to the share price of the Company and supported the view that goodwill is not impaired.
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
14.
Trade and other receivables
Prepayments
Other receivables
52
31 March
2022
£
27,941
171,659
199,600
31 March
2021
£
14,742
17,518
32,260
The fair value of trade and other receivables is considered by the Directors not to be materially different
to the carrying amounts.
15.
Cash and cash equivalents
Cash at bank
31 March
2022
£
31 March
2021
£
464,095
1,669,780
The Directors consider that the carrying value of cash and cash equivalents represents their fair value.
16.
Share capital
Allotted, called up and fully paid shares
31
March
2022
No.
Ordinary shares of £0.001 each
615,609,368
As at 1 April 2021
Placement of new shares on the stock market
As at 31 March 2022
31
March
2021
£
615,609
No.
£
591,609,368
591,609
No.
591,609,366
24,000,000
615,609,368
On 17 December 2021, the company completed a capital increase through the issue of 24,000,000
shares of £0.001 each in a share placement at a price of £0.015 per share, with a share premium of
£115,982.
53
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
17.
Share options and warrants
The Group operates share-based payment arrangements to remunerate Directors and key employees in
the form of a share option scheme. Equity-settled share-based payments are measured at fair value
(excluding the effect of non-market based vesting conditions) at the date of grant. The fair value is
determined at the grant date of the equity-settled share-based payments and is expensed on a straight-
line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and
adjusted for the effect of non- market based vesting conditions.
The following share-based payments were made in the year to 31 March 2022:
On 31 January 2022, the directors, A. Riddell. J. Gilbert and M. Kennedy were granted warrants to
subscribe for 3,000,000 new Ordinary shares of £0.001 at an exercise price of 1.45p each. The
warrants are exercisable up until 31 January 2023. The fair value of the warrants was determined
using the Black-Scholes option pricing model at 1.45p per warrant.
The fair value of the options and warrants issued in 2022 were determined using the Black-Scholes
option pricing model, where appropriate, and had a weighted average of 2.46p per option (2021: 2.46p).
The significant inputs into the model in respect of the options and warrants granted in the years
ended 31 March 2021 and 31 March 2022 were as follows:
Grant date share price
Exercise price
No. of share options
Risk free rate
Expected volatility
Expected option life
2022
Existing director
warrants
1.45-4.15p
1.45-2.80p
13,746,943
0.153-0.44%
50-97%
1-5 years
2021
Existing
director
warrants
2.5-4.15p
2.8p
1,160,713
0.44%
95%
5 years
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
The following table sets out details of the granted warrants and options movements:
Number of
warrants/
options at 1
April 2020
36,860,000
3,000,000
-
-
-
1,625,000
36,860,000
3,000,000
-
-
-
-
-
-
-
-
Issued in
year
Lapsed in
year
Number of
warrants /
options at 31
March 2021
Issued in
year
Lapsed in
year
-
-
-
-
-
36,860,000
3,000,000
-
-
-
-
-
3,000,000
3,000,000
3,000,000
-
(3,000,000)
-
-
-
Number of
warrants/
options at 31
March 2022
36,860,000
-
3,000,000
3,000,000
3,000,000
(1,625,000)
-
-
0
36,860,000
3,000,000
-
-
-
-
-
(3,000,000)
-
36,860,000
-
Warrant/ option holder
Directors during year
J Holland
K Keegan
J Gilbert
M Kennedy
A Riddell
Previous directors
Pascal Hughes
D Gooding
C Blackwell
Other warrants/options
Novum Securities Limited
Other warrants
Alex Eberlin
-
-
81,345,000
580,357
580,356
586,229
1,746,942
-
-
-
(1,625,000)
580,357
580,356
586,229
81,466,942
-
-
-
9,000,000
-
-
-
(6,000,000)
580,357
580,356
586,229
84,466,942
2.8p
2.8p
4.691p
21/10/2025
21/10/2025
18/12/2023
54
Exercise
price
Expiry date
4-10p
6.75p
1.45p
1.45p
1.45p
4p
4-10p
4p
16/10/2022
10/05/2021
31/01/2023
31/01/2023
31/01/2023
16/10/2020
16/10/2022
10/05/2021
55
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
18.
Pension and other schemes
Defined contribution pension sheme
The Group operates a defined contribution pension scheme. The pension cost charge for the year
represents contributions payable by the Group to the scheme and amounted to £1,721 (2021: £3,870).
Contributions totaling £Nil (2021: £292) were payable to the scheme at the end of the year and are
included in creditors.
19.
Trade and other payables
Trade payables
Accrued expenses
Social security and other taxes
Outstanding defined contribution pension costs
Other payables
31 March
2022
12,351
218,202
7,308
-
-
237,861
31 March
2021
£
98,955
197,436
2,941
292
-
299,624
The fair value of trade and other payables is considered by the Directors not to be materially different
to the carrying amounts. All payables are due within one year.
56
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
20.
Financial instruments
Credit risk
The main credit risk relates to liquid funds held at banks. The credit risk in respect of these bank
balances is limited because the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
Liquidity risk
The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable
needs. An analysis of trade and other payables is given in note 19.
Capital risk management
The Group’s objectives when managing capital are:
•
•
•
to safeguard the Group’s ability to continue as a going concern, so that it continues to provide
returns and benefits for shareholders;
to support the Group’s growth; and
to provide capital for the purpose of strengthening the Group’s risk management capability.
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the
Group and capital efficiency, prevailing and projected profitability, projected operating cash flows,
projected capital expenditures and projected strategic investment opportunities. Management regards
total equity as capital and reserves, for capital management purposes.
21.
Related party transactions
All transactions with related parties are conducted on an arm’s length basis.
The remuneration of the key management personnel of the Group, who are defined as the directors, is
set out in the directors’ remuneration report.
Ultimate controlling party
The Directors do not consider there to be a single ultimate controlling party.
57
Notes to the Consolidated Financial Statements
for the year-ended 31 March 2022
continued
22.
Post Balance Sheet Events
In December 2021 the Company entered into a Sharing Agreement with Lanstead Capital Partners LP
(“Lanstead”), split into two tranches of new shares issued with payments to be received over a 20-month
period from March 2022 to October 2023. Tranche 1 covers the period March 2022 to June 2022 and
Tranche 2 runs from July 2022 to October 2023
The agreement is structured in such a way that the proceeds received by the Company are linked to the
market price for the Company's shares. The proceeds are calculated based on the volume-weighted
average share price in the month preceding the payment from Lanstead, compared to a target price of
2p per share. The total proceeds based on the 2p share price are £1,650,000, with Tranche 1
representing £330,000 of this amount.
At the time of signing the accounts the Company has received the full proceeds from Tranche 1 at a
value of £139,982 net. This is considered to be an adjusting post balance sheet event and therefore the
share issue in the year to March 2022 has been adjusted to reflect the known proceeds.
Tranche 2 of the share issue completed in April 2022 and the proceeds are yet to be determined as they
relate to the future share price. As stated above this will vary in accordance with the share's
performance against the target price of 2p. The issue of shares post year end is considered to be a post
balance sheet event.
Company Statement of Financial Position
as at 31 March 2022
Registration number: 09632100
Assets
Non-current assets
Investment in subsidiary
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Equity and liabilities
Equity
Share capital
Share premium
Merger relief reserve
Share option reserve
Retained earnings
Total equity
Current liabilities
Trade and other payables
Total equity and liabilities
58
Note
31 March
2022
£
31 March
2021
£
26
4,023,484
11,250,000
4,023,484
11,250,000
27
28
16
199,600
421,027
966,461
1,588,378
620,627
2,554,839
4,644,111
13,804,839
615,609
6,500,817
10,950,000
2,026,664
(15,561,584)
591,609
6,384,835
10,950,000
2,005,952
(6,332,753)
4,531,506
13,599,643
29
112,605
205,196
112,605
205,196
4,644,111
13,804,839
The loss attributable to the Company in the year was £9,228,831 (2021: loss £1,952,281).
These financial statements were approved by the board on ………………………. and were signed on its
behalf by:
Maddy Kennedy
Director
59
Company Statement of Changes in Equity
for the year-ended 31 March 2022
At 1 April 2021
Loss for the year and total comprehensive income
Share issued and warrant exercised
Share and warrant based payment
Share issue costs
At 31 March 2022
At 1 April 2020
Loss for the year and total comprehensive income
Share issued and warrant exercised
Share and warrant based payment
Share issue costs
At 31 March 2021
Share
capital
£
Share
premium
£
Merger
relief
reserve
£
Share option
reserve
£
Retained
earnings
£
Total
£
591,609
6,384,835
10,950,000
2,005,952
(6,332,753)
13,599,643
–
24,000
–
–
–
145,982
–
(30,000)
–
–
–
–
–
–
20,712
–
(9,228,831)
–
–
–
(9,228,831)
169,982
20,712
(30,000)
615,609
6,500,817
10,950,000
2,026,664
(15,561,584)
4,531,506
Share capital
£
490,145
–
101,464
–
–
591,609
Share
premium
£
Merger
relief
reserve
£
Share option
reserve
Retained
earnings
£
£
Total
£
4,480,400
10,950,000
1,814,613
(4,380,472)
13,354,686
–
2,113,535
–
(209,100)
–
–
–
–
–
–
191,339
–
(1,952,281)
–
–
–
(1,952,281)
2,214,999
191,339
(209,100)
6,384,835
10,950,000
2,005,952
(6,332,753)
13,599,643
Company Statement of Cash Flows
for the year-ended 31 March 2022
Cash flows from operating activities
Loss for the year
Adjustments to cash flows from non-cash items
Investment Impairment
Provision against inter group balance
Share and warrant based payment
Equity element of convertible loan note
Working capital adjustments
(increase)/decrease in trade and other receivables
(decrease)/Increase in trade and other payables
Net cash outflow from operating activities
Cash flows from investing activities
Loan to subsidiary
Loan repayments from subsidiary
Net cash (used)/generated by investing activities
Cash flows from financing activities
Issue of shares (net of costs)
Interest on convertible loan and exchange gains
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 April
Cash and cash equivalents at 31 March
60
Note
2022
£
2021
£
(9,228,831)
(1,952,281)
7,226,516
1,696,434
20,712
–
(285,169)
–
1,288,000
191,339
–
(472,942)
27
29
(175,209)
(92,591)
(552,969)
11,434
32,399
(429,109)
(754,364)
–
(754,364)
(495,829)
–
(495,829)
139,982
–
139,982
2,005,899
–
2,005,899
(1,167,351)
1,080,961
1,588,378
421,027
507,417
1,588,378
The accompanying notes to the financial statements on pages 61 to 64 form an integral part of the financial statements.
61
Notes to the Company Financial Statements
for the year-ended 31 March 2022
continued
23.
Significant accounting policies
Basis of preparation
The separate financial statements of the Company are presented as required by the Companies Act 2006.
As permitted by that Act, the separate financial statements have been prepared in accordance with UK-
adopted International Accounting Standards.
The financial statements have been prepared on the historical cost basis. The principal accounting policies
adopted are the same as those set out in note 2 to the Consolidated Financial Statements. In addition,
Investments in subsidiaries are stated at cost less, where appropriate, provision for impairment.
24.
Loss attributable to shareholders
Under section 408 of the Companies Act 2006 the Company is exempt from the requirement to present
its own income statement. The loss attributable to the Company in the year was £9,228,831 (2021: loss
£1,952,281).
Staff costs
25.
The aggregate payroll costs (including directors’ remuneration) were as follows:
Wages and salaries
Social security costs
2022
£
–
–
–
2021
£
112,135
11,853
123,988
The executive directors are employed by Nuformix Technologies Limited, a wholly owned subsidiary of
the Company.
62
Notes to the Company Financial Statements
for the year-ended 31 March 2022
continued
Investment in subsidiary
26.
£
At 1 April 2021
Impairment
At 31 March 2022
The Company has the following interests in subsidiaries:
11,250,000
(7,226,516)
4,023,484
Equity Interest
Name
Country of Incorporation
2022
2021
Nuformix Technologies Limited
United Kingdom
100%
100%
27.
Trade and other receivables
Amount owed by Group undertakings
Prepayments
Other receivables
31 March
2022
-
27,941
171,659
31 March
2021
942,070
9,786
14,605
199,600
966,461
The fair value of trade and other receivables is considered by the Directors not to be materially different to
the carrying amounts.
28.
Cash and cash equivalents
Cash at bank
31 March
2022
£
31 March
2021
£
421,027
1,588,378
The Directors consider that the carrying value of cash and cash equivalents represents their fair value.
Notes to the Company Financial Statements
for the year-ended 31 March 2022
continued
29.
Trade and other payables
Trade payables
Accrued expenses
63
31 March
2022
£
8,483
104,122
112,605
31 March
2021
£
58,054
147,142
205,196
The fair value of trade and other payables is considered by the Directors not to be materially different to
the carrying amounts.
30.
Financial instruments
Credit risk
The main credit risk relates to liquid funds held at banks. The credit risk in respect of these bank balances
is limited because the counterparties are banks with high credit ratings assigned by international credit
rating agencies.
Liquidity risk
The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable
needs. An analysis of trade and other payables is given in note 30.
Capital risk management
The Company’s objectives when managing capital are:
•
•
•
to safeguard the Company’s ability to continue as a going concern, so that it continues to provide
returns and benefits for shareholders;
to support the Company’s growth; and
to provide capital for the purpose of strengthening the Company’s risk management capability.
64
Notes to the Company Financial Statements
for the year-ended 31 March 2022
continued
The Company actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the
Company and capital efficiency, prevailing and projected profitability, projected operating cash flows,
projected capital expenditures and projected strategic investment opportunities. Management regards
total equity as capital and reserves, for capital management purposes.
31.
Related parties
The Company’s related parties are the directors and other Group companies.
The remuneration of the key management personnel of the Group, who are defined as the directors, is set
out in the directors’ remuneration report. Details of the fair value of transactions with key management
and their close family members is included in note 21.
All amounts outstanding with related parties are unsecured and will be settled in cash. No guarantees have
been given or received in respect of amounts outstanding. In the year a provision of £2,984,434 (2021:
£1,288,000) was recognised against the balance due from Nuformix Technologies Limited. No other
provisions have been made for doubtful debts in respect of amounts owed by other related parties.
At the balance sheet date, the gross amounts due from other Group companies were as follows:
Nuformix Technologies Limited
31 March
2022
£
31 March
2021
£
2,984,434
2,230,070
65
Notice of Annual General Meeting
NOTICE IS GIVEN that the Annual General Meeting (the “AGM”) of Nuformix plc (the “Company”) will be held at 6th
Floor, 60 Gracechurch Street, London, EC3V 0HR on 25 August 2022 at 2.00pm and if thought fit, pass the following
resolutions. Resolutions 1 to 7 will be proposed as ordinary resolutions and resolutions 8 to 10 will be proposed as
special resolutions.
ORDINARY RESOLUTIONS
1.
2.
3.
4.
5.
6.
7.
To receive the Company’s annual report and accounts for the year ended 31 March 2022.
To approve the remuneration report set out on pages 19 to 23 of the annual report for the
year ended 31 March 2022
To re-appoint Dr Julian C Gilbert as a director.
To re-appoint Ms Madeleine E Kennedy as a director.
To re-appoint Jeffreys Henry Audit Limited as auditor of the Company.
To authorise the Directors to determine the auditor’s remuneration.
That, the Directors be generally and unconditionally authorised in accordance with section 551
of the Companies Act 2006 (the ‘Act’) and in substitution for all existing authorities under that
section, to exercise all the powers of the Company to allot shares in the Company or to grant
rights to subscribe for, or to convert any security into, shares in the Company (‘Rights’) up to
an aggregate nominal amount of £234,072.09 during the period commencing on the date of
the passing of this resolution and expiring at the conclusion of the next Annual General Meeting
of the Company or on 30 September 2023, whichever is earlier, and provided further that the
Company shall be entitled before such expiry to make an offer or agreement which would or
might require shares to be allotted or Rights to be granted after such expiry and the Directors
shall be entitled to allot shares and grant Rights under such offer or agreement as if this
authority had not expired.
SPECIAL RESOLUTIONS
8.
That, subject to the passing of resolution 7 above, the Directors be empowered under section
570 of the Act to allot equity securities as defined in section 560 of the Act, as if section 561(1)
of the Act did not apply to any such allotment, provided that this power shall be limited to the
allotment or allotments of equity securities up to a nominal amount or (in the case of any other
equity securities) giving the right to subscribe for or convert into relevant shares having a
nominal amount, not exceeding in aggregate £70,930.94 and this power shall expire, unless
previously revoked, renewed or varied, at the conclusion of the next Annual General Meeting
of the Company or on 30 September 2023, whichever is earlier, except that the Company may
before such expiry make offers or agreements which would or might require equity securities
to be allotted after such expiry and the Directors may allot securities under such offer or
agreement as if this power had not expired.
66
Notice of Annual General Meeting
continued
9.
That the Company be generally and unconditionally authorised for the purposes of section 701
of the Act to make market purchases (within the meaning of section 693(4) of the Act) of
in the capital of the Company, provided that:
ordinary shares of £0.001 each
a. the maximum number of shares which may be purchased
is 106,396,405;
b. the minimum price (exclusive of expenses) that may be paid for a share is £0.001
c.
the maximum price, exclusive of expenses, which may be paid for a share shall be an
amount equal to 5% above the average market value for the Company’s shares for the
five business days immediately preceding the day on which the share is contracted to
be purchased; and
d. the authority conferred by this resolution shall, unless previously renewed, expire at
the end of the next Annual General Meeting of the Company, or on 30 September 2023,
whichever is earlier, save that the Company may, before such expiry, enter into a
contract for the purchase of shares which would or might be completed wholly or
partly after such expiry and the Company may purchase shares under any such contract
as if this authority had not expired.
10.
That a general meeting of the Company (other than an annual general meeting) may be called
on not less than 14 clear days’ notice.
By Order of the Board
Ben Harber
1st August 2022
Registered Office
6th Floor
60 Gracechurch Street
London
EC3V 0HR
67
Notice of Annual General Meeting
continued
Notice of Meeting Notes:
The following notes explain your general rights as a shareholder and your right to vote at this Meeting or to
appoint someone else to vote on your behalf.
1) To be entitled to vote at the Meeting (and for the purpose of the determination by the Company of the
number of votes they may cast), shareholders must be registered in the Register of Members of the
Company at close of trading on 23 August 2022. Changes to the Register of Members after the relevant
deadline shall be disregarded in determining the rights of any person to vote at the Meeting.
2) Shareholders are encouraged to appoint the Chair of the Meeting as their proxy to exercise all or part
of their rights to vote on their behalf at the Meeting. In the case of joint holders, where more than one
of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior
holder will be accepted. Seniority is determined by the order in which the names of the joint holders
appear in the Company’s Register of Members in respect of the joint holding (the first named being the
most senior).
3) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation
of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain
from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit
in relation to any other matter which is put before the Meeting.
4)
You can vote either:
• by logging on to www.signalshares.com and following the instructions;
• by downloading the new shareholder app, LinkVote+, on Apple App Store or Google Play and
following the instructions;
• you may request a hard copy form of proxy directly from the registrars, Link Group, on telephone
number 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable international rate. Link Group is
open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales;
in the case of CREST members, by utilising the CREST electronic proxy appointment service in
accordance with the procedures set out below.
In order for a proxy appointment to be valid a form of proxy must be completed. In each case the
form of proxy must be received by Link Group at Link Group, PXS 1, Central Square, 29 Wellington
Street, Leeds, LS1 4DL by 2.00pm on 23 August 2022.
•
•
5) If you return more than one proxy appointment, either by paper or electronic communication, the
appointment received last by the Registrar before the latest time for the receipt of proxies will take
precedence. You are advised to read the terms and conditions of use carefully. Electronic
communication facilities are open to all shareholders and those who use them will not be
disadvantaged.
6) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so for the AGM (and any adjournment of the AGM) by using the
procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI).
CREST Personal Members or other CREST sponsored members, and those CREST members who
68
Notice of Annual General Meeting
continued
have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf.
7) In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate
CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with
Euroclear UK & Ireland Limited’s specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message must be transmitted so as to be received
by the issuer’s agent (ID RA10) by 2.00pm on 23 August 2022. For this purpose, the time of receipt will
be taken to mean the time (as determined by the timestamp applied to the message by the CREST
application host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in
the manner prescribed by CREST. After this time, any change of instructions to proxies appointed
through other means.
through CREST
the appointee
communicated
should be
to
8) CREST members and, where applicable, their CREST sponsors or voting service providers should note
that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any
particular message. Normal system timings and limitations will, therefore, apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system
providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
9) Any corporation which is a shareholder can appoint one or more corporate representatives who may
exercise on its behalf all of its powers as a shareholder provided that no more than one corporate
shares.
representative
exercises
relation
powers
same
the
to
in
10) Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set
out in that section have the right to require the Company to publish on a website a statement setting
out any matter relating to: (i) the audit of the Company’s financial statements (including the Auditor’s
Report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances
connected with an auditor of the Company ceasing to hold office since the previous meeting at which
annual financial statements and reports were laid in accordance with Section 437 of the Companies Act
2006 (in each case) that the shareholders propose to raise at the relevant meeting.
11) The Company may not require the shareholders requesting any such website publication to pay its
expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is
required to place a statement on a website under Section 527 of the Companies Act 2006, it must
forward the statement to the Company’s auditor not later than the time when it
69
Notice of Annual General Meeting
continued
makes the statement available on the website. The business which may be dealt with at the AGM for
the relevant financial year includes any statement that the Company has been required under Section
527 of the Companies Act 2006 to publish on a website.
12) You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act
2006) provided in either this Notice or any related documents (including the form of proxy) to
communicate with the Company for any purposes other than those expressly stated.
13) A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can
be found on the Company’s website at www.nuformix.com.
14) At 29th July 2022, (being the latest practicable date prior to the publication of this notice) the issued
share capital of the Company consisted of 709,309,368 Ordinary Shares of £0.001 each in the capital of
the Company. Each share carries one vote. The Company held no shares in treasury, therefore the total
voting rights in the Company as at 29th July 2022 were 709,309,368.
70
Notice of Annual General Meeting
continued
EXPLANATION OF BUSINESS
Resolution 1: To receive the annual report and accounts
Company law requires the Directors to present the annual report and accounts of the Company to shareholders in
respect of each financial year.
Resolution 2: To approve the Remuneration Report
The Remuneration Report is set out on pages 19 to 23 of the annual financial report. It gives details of the Directors’
remuneration for the year ended 31 March 2022. The vote is advisory and does not affect the actual remuneration
paid to any individual Director.
Resolutions 3 and 4: To elect Directors
The Company’s articles of association provide for each director to retire from office at the third annual general meeting
after the AGM at which he/she was previously appointed or reappointed. However, in line with the recommendations
set out in the UK Corporate Governance Code, all Directors will be standing down and offering themselves for re-
election by shareholders at this year’s AGM. Directors’ biographical details are given on page 13 of the annual financial
report.
Resolution 5 and 6: To reappoint the auditor and authorise the Board to determine their remuneration
The Company is required to appoint an auditor at each general meeting at which accounts are laid before the members,
to hold office until the conclusion of the next such meeting. Resolution 5 is for members to reappoint Jeffreys Henry
LLP as auditors of the Company and resolution 6 proposes that shareholders authorise the Board to determine the
remuneration of the auditors. In practice, the audit committee will consider the audit fees and recommend them to
the Board.
Resolution 7: Directors’ authority to allot shares
At the 2021 Annual General Meeting, the Directors were given authority to allot shares in the Company and Resolution
7 seeks to renew that authority until the conclusion of the next AGM or 30 September 2023, whichever is earlier. The
resolution would give the Directors authority to allot ordinary shares, and grant rights to subscribe for or convert any
security into shares in the Company, up to an aggregate nominal value of £234,072.09. This amount represents one-
third of the issued ordinary share capital of the Company as at 29th July 2022, the latest practicable date prior to the
publication of this document. The Directors have no present intention to allot new shares.
Resolution 8: Disapplication of pre-emption rights
If Directors of a Company wish to allot shares in the Company, or to sell treasury shares, for cash (other than in
connection with an employee share scheme) company law requires that these shares are offered first to shareholders
in proportion to their existing holdings.
The purpose of Resolution 8 is to authorise the Directors to allot ordinary shares in the Company, or sell treasury
shares, for cash (i) in connection with a rights issue; and, otherwise, (ii) up to a nominal value of £70,930.94, equivalent
to 10 per cent of the total issued ordinary share capital of the Company as at 29th July 2022 without the shares first
being offered to existing shareholders in proportion to their holdings.
71
Resolution 9: Authority to buy back shares
Under company law, the Company requires authorisation from shareholders if it wishes to purchase its own shares.
The resolution specifies the maximum number of shares that may be purchased (approximately 15 per cent of the
Company’s issued share capital) and the highest and lowest prices at which they may be bought.
If the Company buys back its own shares it may cancel them immediately or hold them in treasury. Treasury shares
may be sold for cash or cancelled. The Directors believe that it is desirable for the Company to have this choice as it
will give flexibility in the management of its capital base.
The Directors have no present intention of exercising this authority but will keep under review the Company’s potential
to buy back its shares, taking into account other investment and funding opportunities. The authority will only be used
if in the opinion of the Directors this would be in the best interests of shareholders generally.
No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.
Resolution 10: Approval for calling of general meetings (other than AGMs) on 14 days’ notice
Under company law, the Company is required to give 21 clear days’ notice for a general meeting of the Company unless
shareholders approve a shorter notice period, which cannot be less than 14 clear days (AGMs must continue to be
held on at least 21 clear days’ notice).
Resolution 10 proposes a special resolution, and seeks shareholder approval to enable the Company to call general
meetings, other than AGMs, on at least 14 clear days’ notice. The approval will be effective until the Company’s next
AGM, when it is intended that a similar resolution will be proposed. The flexibility offered by this resolution will be
used where, taking into account the circumstances, the Directors consider to be appropriate in relation to the business
to be considered at the meeting in question and where it is thought to be to the advantage of shareholders as a whole.
In order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of
electronic voting available to all shareholders for that meeting.
Nuformix plc
6th Floor, 60 Gracechurch Street London EC3V 0HR
+44(0) 1223 423667
E: info@nuformix.com