Venture Life Group Plc

Venture Life Group plc
Annual Report & Accounts 2013

Overview
About Venture Life

Venture Life is an international consumer self-care company
focused on developing, manufacturing and commercialising
products for the ageing population. The Group’s product range
currently includes food supplements for lowering cholesterol and
maintaining brain function, dermo-cosmetics for addressing the
signs of ageing, and medical devices for improving minor aches
and pains, dry eyes and itchy skin. The products, which typically
are recommended by pharmacists or healthcare practitioners, are
available primarily through pharmacies supplied by the Group’s
international distribution partners.

Through its manufacturing company, Biokosmes, the Group also
provides development and manufacturing services to companies in
the medical devices and dermo-cosmetics sectors.

Contents

Overview
Highlights 1
Business Overview 2
Product & Brand Overview 3
Our Objectives & Strategy 4
New Product Development 6
Biokosmes S.r.l 7
The Market 8
Chair’s Statement 9

Strategic Report
Chief Executive Officer’s

Statement 10
Financial Review 12
Principal Risks &

Uncertainties 14

Governance
Directors & Advisers 16
Corporate Governance 18
Directors’ Report 20
Directors’ Remuneration

Report 22

Key Performance Indicators 15

Directors’ Responsibilities

Statement 25

Venture Life Group plc Annual Report & Accounts 2013

Other Information
Shareholder Information ibc

Financial Information
Independent Auditor’s

Report 26

Consolidated Statement of

Comprehensive Income 28

Consolidated Statement of
Financial Position 29
Consolidated Statement of
Changes in Equity 30
Consolidated Statement of

Cash Flows 31

Notes to the Consolidated
Financial Statements 32

Parent Company Balance

Sheet 56

Notes to the Parent Company

Balance Sheet 57

Overview
Highlights

“2013 was a landmark year for Venture Life, and the strong progress
continued into 2014 with the fundraising, admission to AIM and
acquisition of Biokosmes, which completed in March 2014.”

Highlights of the year

Post-period end highlights

• Revenues increased 66% to £0.49 million

• Successful fundraising of £5.4 million

(2012: £0.29 million).

(before expenses).

• Gross profits up 55% to £0.19 million

(2012: £0.12 million).

• First launch in four markets of five
products including NeuroAge and
Lissio Ha.

• Fourteen distribution partner agreements

signed.

• Exclusive rights secured to use the
Benecol® brand for certain food
supplement forms in certain countries.

• Admission to the Alternative Investment
Market of the London Stock Exchange
(“AIM”).

• Acquisition and integration of Biokosmes

S.r.l, an Italian development and
manufacturing business.

• Five new products added to the

portfolio. 

O
v
e
r
v
i
e
w

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013

1

 
 
 
Overview
Business Overview

Developing innovative products
Venture Life has developed and is commercialising a range of
products that target key areas of health for the ageing consumer,
ranging from skin-ageing to cardiovascular health.

The Group’s commercial strategy is focused on

developing and commercialising innovative
products for the international consumer self-care
market, which are sold into pharmacies by the
Group’s international network of distribution
partners.

The Group’s product development strategy is

focused on delivering products that are:
consumer-facing and are attractive to
•
distribution partners, pharmacies and
consumers;
safe, efficacious and satisfy significant unmet
or poorly met market needs; and
supported by objective clinical data, where
appropriate, that validate the Group’s products
and differentiate them from the competition.

•

•

Markets where products
are available

Some of our Key Partners

The Group is focused on developing and
commercialising products which are clinically
tested, proprietary products with global appeal.
Strong supporting science underpins our products
and we aim to bring new products to market
quickly and cost-effectively.

Our products are sold into pharmacies through
the Group’s international network of distribution
partners.

In addition, the Group has a strong

development pipeline including products for
addressing diabetes, cardiovascular health, obesity,
cognitive function and skin-ageing. Products
coming from the pipeline are expected to have
intellectual property protection and be supported
by independent clinical evidence of efficacy.

Geographic spread

Venture Life’s and Biokosmes’s products
are distributed by 75 partners in over
40 countries. We target every one
of Venture Life’s own brands to
be sold in 30 countries.

2

Venture Life Group plc Annual Report & Accounts 2013

1Develop

and
formulate

2Partner

3Manage 

and support
for growth

Partnering model

At Venture Life, we believe
that our expertise lies in
product development,
manufacturing and product
commercialisation. That’s
why we partner with national
and international
pharmaceutical companies
for our products to be
distributed into pharmacies
in local markets. The
partners have the resources,
expertise and local ‘know-
how’ to distribute our
products successfully in their
countries. The Group’s risk is
therefore mitigated by not
needing a capital intensive
sales force in multiple
countries worldwide.

Overview
Product & Brand Overview

Meeting the needs of the ageing population
Venture Life has a range of products specifically formulated to
address a number of the health issues associated with ageing.
We intend to remain at the forefront of innovation and
development in order to improve the well-being of individuals,
and to create a worldwide presence for our portfolio of products.

Product

Target

erapeutic area

Medical Devices

Adjuvant in treating anal irritation

Procto-ezeTM

Haemorrhoids

Proctology

Guma-ezeTM

Dental gel

Dental

ZipClearTM

Cold sores

Dermatology

Ox-ezeTM

Aches and pains 

Rheumatology 

Rapid relief of itchy skin

TM

Calm-ezeTM

Itchy skin

Dermatology

ImmobiliceTM

TM
Soothing Eye Drops

Dry-ezeTM

Food Supplements

Hair lice

Dry eyes

Dermatology

Ophthalmology

Benecol®

Cholesterol reduction

Cardiovascular

NeuroAgeTM

Brain/memory

Neurology

Dermo-cosmetics

Bioscalin®

Hair loss

Dermatology

Lissio HaTM

Fine lines/wrinkles

Dermatology

Lissio LightTM

Hyper-pigmentation

Dermatology

FOR SENSITIVE SKIN

Lissio PureTM

Sensitive skin

Dermatology

LubattiTM

Skin care

Dermatology

Benecol® is a registered trademark of Raisio plc.
All other trademarks are registered trademarks of the Group.

Venture Life Group plc Annual Report & Accounts 2013

3

O
v
e
r
v
i
e
w

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Overview
Our Objectives & Strategy

The Group’s objective is to grow Venture Life into a leading
international self-care products business, generating long-term
and sustainable profits to benefit all stakeholders.
We plan to achieve this objective through implementing the
following strategies:

1

Increase penetration and
revenue through existing
distribution partners

The Group’s products (including those of Biokosmes) collectively are currently
partnered in more than 40 countries. 

The Group sees strong potential for organic growth in revenue coming from existing
distribution partners, as products and product ranges are registered and launched
and through Venture Life’s continued product and customer service excellence.

2

Expand distribution
partner network

3

Utilise in-house product
development capabilities

Improve gross margins 

4

5

Expand international
operations, including
China and the Far East

The Group will continue to identify new distribution partners for the marketing of its
current and future product portfolio. We are aiming for each of the Group’s products
to be marketed in 30 countries within five years of first launch. 

Furthermore, Biokosmes products are currently sold in only a handful of countries
under other customer brands and we believe that there are significant expansion
opportunities for these products. The Group has recently invested in strengthening
the commercial team across the business to help secure new distribution agreements
for new countries.

The Group has an established, proven system for rapidly developing new products
and bringing them quickly to market, at a relatively low cost. Historically, the Group
has managed this process through the use of consultants and third-party contract
manufacturers, but following the acquisition of Biokosmes in March 2014, the Group
now has this capability for developing topical products in-house. 

We aim to improve our gross margins across the business. Our manufacturing facility
has largely fixed manufacturing costs, so increased revenues should naturally
enhance gross margin on all products manufactured in-house. We intend to grow
revenues by way of strengthening the commercial team and also by making modest
infrastructure investment in the manufacturing facility. Furthermore we expect that, as
our revenues grow, our own purchasing position with suppliers will be strengthened,
leading to reduced supply costs and improved margins.

China and the Far East represent potentially valuable markets for the Group. The
Group has been working with a number of potential partners for over two years to
distribute its products in China and anticipates that these discussions will lead to
commercial agreements being signed in the near future. We intend to begin shortly
the registration process for sales of our products in China. The Group is also in
discussions with other Chinese companies regarding development and manufacturing
opportunities.

4

Venture Life Group plc Annual Report & Accounts 2013

Overview

Our Objectives & Strategy continued

The Group expects to execute its growth strategy through an
integrated business model and the Group’s core business
processes are as follows:

1

New product development
– innovation

2

New product development
– creation

Manufacturing

Partner marketing

3

4

The Group’s new products are conceived through internal research and planning and
are then refined collaboratively with the Group’s Scientific Advisory Board, network of
academic and commercial experts and market researchers. In some cases, product
ideas are presented to the Group by distribution partners or third-party product
technology licensors. The investment case for each product idea is assessed by the
Group’s new product development group against rigorous cost and market
opportunity criteria before being progressed to the next stage.

The Group develops the necessary formulation for new products, either through its in-
house or external development facilities, using its own developed materials or those
purchased or licensed from a third party. All product formulations are subject to
feasibility, stability, safety, compatibility and production scale-up testing. Technical
dossiers of the product are prepared and, where appropriate, clinical studies are
commissioned.

Once the product is ready for manufacture and marketing, the product will initially be
registered in Europe, and then subsequently in any further territories where the
product will be launched.

The manufacturing and packaging of topical products takes place at our manufacturing
facility near Lecco, Italy. Control of the development, formulation and manufacturing
processes enables the Group to deliver high quality customer service and improved
profit margins. Manufacturing of our food supplements takes place at a number of
third-party manufacturing plants. 

The marketing and sales of the Group’s branded products are conducted through the
Group’s international network of distribution partners. Distribution partners are
granted rights to distribute one or more of the Group’s products in certain territories
and they are obliged to provide sales and marketing support for the products.
Distribution partners typically operate dual sales channels with teams marketing
separately to healthcare providers, such as doctors and specialists, to obtain product
endorsements, and to pharmacies for direct sales.

O
v
e
r
v
i
e
w

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013

5

 
 
 
Overview
New Product Development

Venture Life’s product portfolio currently addresses five
therapeutic areas but we recognize the need to keep developing
novel products that complement our existing range and meet
consumer needs.

A number of additional programmes directed
to conditions affecting the eye, skin and hair, and
endothelial dysfunction are expected to begin in
2014. These will include both food supplements
and topical programmes.

During 2013 the key new product launch was
NeuroAge, a food supplement for maintaining
cognitive function. We also entered the final
phase of development of a food supplement form
of plant stanol ester for the reduction of
LDL cholesterol. 

Additionally, we began development of
product line extensions for NeuroAge and the
plant stanol ester food supplement, as well as new
food supplements including oral dosage forms for
maintaining blood glucose control and improving
sun-damaged skin. 

6

Venture Life Group plc Annual Report & Accounts 2013

Overview
Biokosmes S.r.l

On 27 March 2014 Biokosmes joined the Venture Life Group.
Biokosmes is a long-established and profitable Italian company
which develops and manufactures topical products, including
cosmetics, dermo-cosmetics and medical devices. The Company
offers full-service product development and manufacturing, from
concept and creation through to providing a finished product
ready for commercial scale manufacturing, with associated
technical dossiers and clinical data packages. 

We believe that the Biokosmes business is very

scalable and capable of handling larger order
volumes without a significant increase in overhead
costs. However, there is expected to be investment
in Biokosmes’s manufacturing capabilities as and
when required to increase its capacity and range of
product offering.

Biokosmes currently provides services to over 60
customers and has capacity to grow substantially. It
owns over 1,000 product formulations and products
manufactured by Biokosmes are sold in more than
ten countries, including the United States.

The acquisition of Biokosmes brings together

Venture Life’s expertise in new product
development, brand management and
commercialisation, and Biokosmes’s expertise in
topical product development and manufacturing.
In addition, we plan for Biokosmes’s extensive
library of proprietary formulations to be further
profitably commercialised.

O
v
e
r
v
i
e
w

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013

7

 
 
 
Overview
e Market

2000

2030

2050

11%

16%

World population
over 60

22%

Increasingly ageing
The target market for the majority of the
Group’s products is the ageing population.
According to Global AgeWatch, the
segment of the world population that was
over 60 years old in 2000 was 810 million
(11% of the global population) and it is
expected to grow to more than two billion
by 2050 (22% of the global population).

Increasingly wealthy
One characteristic of the ageing
population is that they control a
significant proportion of financial wealth,
and therefore have the ability to pay for
self-care treatments. In the US, a recent
study indicated that 77% of financial
assets in the US were held by people aged
50 and over.

Healthcare budgets under pressure
This financial power of the ageing
population is key as increasingly such
consumers will be expected to fund more of
their own self-care treatments. The
pressures on the healthcare budgets of
governments worldwide are expected to
manifest themselves in a reduction in the
number of medicines and treatments which
governments are willing to fund, as well as
the prices which they are prepared to pay.
This is expected to affect both
pharmaceutical companies and pharmacies
alike and expectations are that they will
increasingly be looking for products that
provide an alternative source of profit.

Projected growth of global food supplement market 2005-15
Source: A.T. Kearney www.atkearney.com

Source: Global AgeWatch/HelpAge International

Many non-critical conditions are
unlikely to receive funding support from
governments, resulting in patients being
expected to fund such treatment
themselves. Evidence of consumers’
preparedness to fund their self-care can be
seen in the graph below which illustrates
the historic and projected growth in the
global food supplement market.

The pharmacy channel
The pharmacy is generally the retail
setting where the ageing population will
buy its non-critical medicines and the
pharmacist is considered by consumers in
many countries to be the first point of
contact for non-critical ailments. As a
result, the pharmacists seek to supply
products that have demonstrable efficacy
and generate a good margin, and
consequently Venture Life is aiming to
develop products that will prove attractive
to pharmacists, as well as to consumers. 

8

Venture Life Group plc Annual Report & Accounts 2013

Overview
Chair’s Statement

It gives me great pleasure to present my first
statement as Chair of Venture Life Group plc.

The Group has made significant progress over

the last 15 months, culminating recently in two
transformational events, namely the admission to
AIM and the acquisition of Biokosmes. The
Group is now very well placed to capitalise on the
opportunities presented by the growing ageing
population and the move by consumers towards
‘self-care’.

Venture Life’s business model reduces financial

and operational risk for the Group. We have
developed our strategy to reflect the market
opportunities and the Group’s competencies, and
believe that the business is highly scalable and
capable of strong growth. We develop new
products quickly and cost-effectively, and
distribute them internationally through well-
established and well-resourced distributors with
strong local knowledge. The Venture Life team
has negotiated and completed distribution
agreements with 16 partners over the past three
years and we expect those agreements to lead to
growing and sustainable revenues.

We recognise the need to keep growing and
build a long-term, sustainable business. To achieve
this, the Group has been investing in its new
product development pipeline, expanding the
product range to include extensions of existing
products as well as new products. We have also
strengthened our commercial team to take
advantage of the growing opportunities within the
business. Early synergies from the Biokosmes
integration have borne fruit with the recent
launch of five new products by the Group based
on existing Biokosmes formulations. 

I have been impressed with the expertise,
dedication and professionalism of the whole team
at Venture Life and on behalf of the Board, I
would like to thank them for their efforts and
contributions.

I would like to take this opportunity to thank

Dr Michael Flynn who stepped down as
Chairman of the Board in November 2013.
Michael has made a significant contribution to
the Group’s direction and growth since the Group
was founded in 2010, both as Chairman and as a
key contributor to the Group’s product portfolio. 
I would also like to thank Tony Ahearne and

Andrew Sinclair, who stepped down from the
Board of Venture Life in November 2013, for
their valuable contribution and services to Venture
Life over the past three years. 

The Group has historically paid a dividend to

shareholders and it is our intention to continue
this policy. Consequently, the board will be
proposing a final dividend of 0.04p (2012: 0.04p)
per share for approval at this year’s Annual
General Meeting. 

Venture Life has great momentum and is well-
positioned for strong growth in 2014 and beyond.
I look forward, with the rest of the Board, to
reporting on our progress to shareholders.

Dr Lynn Drummond
Non-Executive Chair
4 June 2014

We believe that the business is highly scalable
and capable of strong growth.

Dr Lynn Drummond

Venture Life Group plc Annual Report & Accounts 2013

9

26

Number of distribution
agreements signed by
Venture Life since 2010.

O
v
e
r
v
i
e
w

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Strategic Report
Chief Executive Officer’s Statement

2013 was a landmark year for Venture Life, and
the strong progress continued into 2014 with the
fundraising, admission to AIM and acquisition of
Biokosmes, which completed in March 2014. The
events of this period have been transformational
for the Group. At the start of 2013, Venture Life
was a small, private UK company, with a handful
of international partners. Today, it is an
international Group listed on the AIM market in
London, with operations in two countries, nearly
70 employees, its own development and
manufacturing facility for topical products, and
75 international partners with products
distributed in over 40 countries.

The current growth phase really began in the
first half of 2013 when the Group raised capital
and expanded its international presence, such that
by the end of 2013 it had 22 distribution deals in
place. In March 2013, Venture Life signed a very
significant long-term deal with Raisio Group to
develop and market Benecol® as a food supplement
in certain countries, under the Benecol® brand and
using the patented plant stanol ester ingredient.
Benecol® food products are currently sold in 27
countries. We believe that Benecol® food
supplements sold through the pharmacy channel
would have huge market potential.

During the second half of 2013, the commercial

operations grew with further product launches.
Alongside this, we intensified our corporate activity
with the initiation of the process to acquire and
integrate with Biokosmes, based near Lecco, Italy,
as well as preparation for the fundraising and listing
of the Company’s shares on AIM.

Our products
The Group now has a range of ‘ready for market’
products that address the deterioration in the
function or appearance of the human body across a
number of therapeutic areas, including neurology,
dermatology, and cardiovascular. We also have a
developing pipeline of innovative products that will
complement the existing range and we are excited
about the opportunities that these new products will
present through 2015 and 2016. 

In addition, the acquisition of Biokosmes gives

us access to a large portfolio of products that are
available for international exploitation through
our commercial team. We have already taken five of
these formulations, branded them under the Venture
Life umbrella, and signed our first distribution
agreement covering four of these products.

We recognise that our business will only be
successful if we develop products for which there
is demand, and some of the proceeds from the
recent fundraising have been allocated to support
our new product development efforts. We pride
ourselves on the speed and cost-effectiveness of
our product development process and we look
forward to updating shareholders on the progress
of our pipeline.

Distribution of our products
Our commercial strategy is centred around
establishing strong relationships with key
distributors in territories across the globe to provide
us with a scalable business without the drain on
resources of an in-territory sales team. Our
distribution partners are generally well-established
pharmaceutical companies, providing local
knowledge critical for enabling timely product
registrations (where required) and for enabling swift
access to the pharmacy channel through their
existing relationships with buyers and decision
makers. In the three years since it was founded,
Venture Life has signed 26 distribution agreements
with 16 distribution partners covering more than
30 territories and 14 brands. Of these agreements,
14 were signed in 2013 but with our recent
fundraising we have been able to strengthen our
commercial team significantly and we expect the
number of new distribution partners to increase
commensurately. 

During 2012 and 2013 we laid the

foundations for potential commercial deals in
China through developing relationships with a
number of Chinese companies. We have been
encouraged by the nature of our discussions and
the apparent demand for Western products from
the Chinese market, which the Group is well
positioned to meet now that it has in-house
development and manufacturing capabilities. 

40

The number of countries in
which the Group’s products
are distributed.

Jerry Randall

10 Venture Life Group plc Annual Report & Accounts 2013

Strategic Report

Chief Executive Officer’s Statement continued

Outlook
We have entered 2014 very optimistic about the
future. We have great ambitions for Venture Life
and believe that we are well-positioned for an
exciting future and strong growth through:
• our business model, where the significant costs
of selling and marketing products around the
globe are borne by our partners;
the markets in which we operate, as the rapidly
growing ageing population and the changing
landscape of healthcare funding mean there is
strong demand for consumer-facing products
sold through the pharmacy channel;

•

• our own in-house topical development and

manufacturing, with capacity to grow output
significantly; and

• our commercially focused team of experienced

and motivated people. 
We have a clear strategy for growth and the
fundraising, admission to AIM and acquisition of
Biokosmes demonstrate our ability to execute our
strategy and build strong foundations for the
future prosperity of your Company.

Jerry Randall
Chief Executive Officer
4 June 2014

Events following the balance sheet date
On 28 March 2014, Venture Life completed its
£5.4 million fundraising (£4.2 million net of
expenses) and the admission of its shares to AIM.
As well as funding new product development and
the strengthening of the Group’s commercial
team, the fundraising enabled the Company to
complete the acquisition of Biokosmes, an Italian
product development and manufacturing
business. 

The integration with Biokosmes brings
together Venture Life’s expertise in new product
development, brand management and
commercialisation, and Biokosmes’s expertise in
topical product development and manufacturing.
One of the attractions of the Biokosmes business is
its extensive library of proprietary formulations,
some of which we believe can be profitably
commercialised, and I am pleased to report that
the initial response from our distribution partners
to the first five such products that we have
rebranded and repositioned has been very
encouraging. Other benefits that we are expecting
from the integration include the opportunity to
bring more of our new product development and
formulation work in-house, thereby reducing the
cost incurred and time taken to develop certain
types of new product. Similarly, we expect sales
growth and gross margin improvement to be
realised in two key ways. Firstly, Biokosmes
currently manufactures 13 topical products for
Venture Life, so we now bring the Biokosmes
margin on these into the Group, which we expect
to improve gross margin and to help our price
competitiveness. Secondly, the cost base of
Biokosmes is predominantly fixed, so by putting
increased production volumes through the facility,
the overall margin on all products manufactured
there should improve.

NeuroAge™
NeuroAge is a food supplement
designed to help the ageing brain.
It supports alertness, cognitive
function and mental performance.

The main ingredients of NeuroAge
have been extensively tested in
clinical studies.

Venture Life Group plc Annual Report & Accounts 2013 11

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Strategic Report
Financial Review

Statement of Comprehensive Income
Revenue for the year increased by 66% to
£0.49 million (2012: £0.29 million). The increase
in revenue from 2012 is largely attributable to
new products being launched through six new
distributors. Gross profit of £0.19 million (2012:
£0.12 million) represented a gross margin of 38%
(2012: 41%). The slight deterioration in the year-
on-year gross margin resulted from a one-off
additional cost incurred in fulfilling a customer
order but we do not anticipate a recurrence of
such cost. But for the one-off cost, gross margin
in 2013 would have been 43%. 

All sales are invoiced by the Group and all
costs of sales are invoiced to the Group in euros
and converted to sterling equivalent at the date of
invoice using the £/€ exchange rate prevailing at
that date. The average £/€ exchange rate during
2013 was £1/€1.18 compared to £1/€1.23 in
2012. The strengthening of the euro against
sterling in 2013 by an average 4.8% would
typically have improved gross profits by a similar
amount. However, the strengthening of sterling
against the euro that has started in 2014 will, if
maintained, negatively affect reported revenues
although we would expect cost of sales and euro
denominated administrative expenses to be
similarly reduced.

Administrative expenses, including an

exceptional item of £0.1 million, were
£1.28 million (2012: £0.9 million). The increase
resulted largely from the investment in senior staff
recruited across the business and one-off costs
incurred during the year in relation to the
Biokosmes acquisition which was agreed in
November 2013 and completed in March 2014. 

The loss after tax for the year amounted to
£1.1 million (2012: £0.8 million), translating into
a loss per share of 6.71p (2012: loss per share of
5.71p).

Statement of Financial Position
Total assets at the year-end were £2.0 million
(2012: £0.69 million) with the principal
movements during the year attributable to:
•

an increase in intangible assets of £0.08 million
(2012: decrease of £0.03 million), largely
represented by an increase in development
costs capitalised under IFRS;
an increase in trade and other receivables of
£0.75 million (2012: decrease of £0.03
million), relating to costs incurred in relation
to the fundraising and admission to AIM
which occurred after the period end and which
will largely be offset against the Company’s
share premium account in 2014; and
an increase in cash and cash equivalents of
£0.37 million (2012: decrease of £0.01 million),
following the issue of convertible loan notes
and new shares.
The principal movements in Equity and

Liabilities are accounted for as follows:
•

an increase in share capital and share premium
of £1.2 million (2012: increase of £0.53
million), following the issue of new shares in
respect of new funds raised during the year;
an increase in share-based payment reserve of
£0.26 million (2012: increase of £0.08 million),
following the grant of share options during the
year; 
a decrease in retained earnings of £1.1 million
(2012: decrease of £0.8 million), reflecting the
loss made by the Group during the year;

•

•

•

•

The increase in revenue from 2012 is largely
attributable to new products being launched
through six new distributors.

James Hunter

12 Venture Life Group plc Annual Report & Accounts 2013

Strategic Report

Financial Review continued

•

•

•

a decrease in the deferred licence provision of
£0.15m (2012: decrease of £0.03 million),
reflecting a reduction in deferred consideration
payable in respect of an acquired intangible asset; 
an increase in convertible loan notes and loan
note reserves of £0.39 million (2012: nil),
following the issue of convertible loan notes; and
an increase in trade and other payables of
£0.68 million (2012: increase of £0.15 million),
relating to costs incurred in relation to the
fundraising and admission to AIM which
occurred after the period end and which will
largely be offset against the Company’s share
premium account in 2014.

Cash and treasury
Cash resources are made up of cash and cash
equivalents, which include amounts on short-term
deposits, and amounted to £0.45 million (2012:
£0.08 million) at year end. Net cash inflow during
the year was £0.37 million (2012: net outflow of
£0.01 million). 

The principal cash flows in the year were as

follows:

Outflows:
• Operating cash outflow: £1.0 million (2012:

£0.5 million).

• Purchases of intangible assets including
capitalisation of development costs: 
£0.14 million (2012: £0.02 million).

The Group has generally used short-term

deposits so as to maintain liquidity of cash resources
for utilisation in operations. The Group continues
to monitor its treasury policy and position. 

Dividends
The Group has historically paid a dividend and
intends to continue doing so. The Board is
recommending the payment of a dividend of 
0.04 pence (2012: 0.04 pence) per share to
shareholders on the register on 13 June 2014. 

Events subsequent to the balance sheet
date
On 27 March 2014, the Group completed the
acquisition of Biokosmes. On 28 March 2014, the
Group raised a total of £5.4 million (before
expenses) through the issue of new shares and the
Group’s entire issued share capital was admitted to
trading on the AIM market. The funds raised
were used predominantly to fund the acquisition
of Biokosmes and funds are also being applied to
strengthen the Group’s commercial team and new
product development. Further information on
events subsequent to the balance sheet date can be
found in note 30 to the Consolidated Financial
Statements.

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

Inflows:
•

Issue of ordinary shares: £1.2 million (2012:
£0.5 million).
Issue of convertible loan notes: £0.38 million
(2012: nil).

•

James Hunter
Chief Financial Officer
4 June 2014

Lissio Ha™
Lissio Ha is a clinically-tested, anti-ageing
dermo-cosmetic skincare range developed
to reduce fine lines and deep wrinkles on
the face and neck.

Lissio Ha contains a unique combination of
three different types of Hyaluronic Acid to
improve the firmness, compactness and
elasticity of the skin.

Venture Life Group plc Annual Report & Accounts 2013 13

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Strategic Report
Principal Risks & Uncertainties

The principal risks and uncertainties that could
have an adverse impact on the performance of the
Group are detailed below.

Sales volumes being affected by a reduction in
demand
Changes in demand for the Group’s products
could be caused by a number of factors, such as
macro-economic factors, competition from other
products, or the failure of a distribution partner to
generate adequate sales. The Group aims to
manage risk in this area by innovating with new
products, by maintaining close and supportive
relationships with its distribution partners, and by
seeking new distribution partners in territories
where the Group has no or little representation.

Sales volumes being affected by a delay in
regulatory approval
The Group’s products are primarily approved for
use as functional cosmetics, food supplements and
Class I medical devices that in certain regions,
including Europe, require pre-market notification,
but not pre-market authorisation or approval by
the relevant authorities. If the Group does not
comply with the regulatory requirements for these
products, the products may be recalled and damage
incurred to the relevant brand and/or the Group
which in turn could affect the Group’s revenues.

In other regions of the world where the Group

either has distribution agreements in place or is
actively seeking to establish them, the procedure
for registering and having products authorised may
differ from that in Europe. Other jurisdictions
may require more lengthy registration and
authorisation processes and the Group will be
relying on its distribution partners to carry out this
work in a timely manner. This in turn may lead to
delays in product launches in certain territories but
the Group works closely with its partners to
support them through the process. 

Gross margins being eroded by cost price
inflation
Increases in the cost of goods would erode gross
margins unless the Group was able to pass on any
such increases to its distribution partners and
customers. The Group aims to manage risk in this
area by entering supply agreements with key
suppliers which fix prices for specific periods
and/or which agree the principles of any future
price increases. 

Adverse foreign exchange movements affecting
profitability
The Group currently invoices all its customers in
euros and the majority of the Group’s cost of sales
are denominated in euros and thus the Group is
currently not unduly exposed to adverse
movements in the euro/sterling exchange rate in
relation to its gross profit. However, the Group’s
presentational currency is sterling and therefore
the reported gross profit will depend on exchange
rates prevailing during the relevant financial
period. Furthermore a proportion of the gross
profit generated in euros will need to be
exchanged for sterling since a significant
proportion of the Group’s overhead costs are
denominated in sterling and exchange rate gains
or losses may arise owing to a difference in
exchange rates between when transactions are
booked and when currency is exchanged. 

The Group actively monitors the principal
foreign exchange rates and will adopt hedging
strategies when it is felt to be appropriate.

Financial risk 
The Group seeks to minimise its exposure to
financial risk through issue of its own equity
instruments to fund operating and investing
activities. Where it is necessary to utilise debt
funding, the terms of the financing is reviewed
against future cash flow expectations to ensure
that there are sufficient resources for the Group to
meet its obligations under the financing
arrangements. Further details relating to the
Group’s exposure to financial instrument risks are
provided in note 27.

14 Venture Life Group plc Annual Report & Accounts 2013

Strategic Report
Key Performance Indicators

The Group uses a number of different key performance indicators (KPIs) across the business to facilitate
performance management. The Group uses a combination of financial and operational KPIs and the
principal financial KPIs used to manage the Group’s performance during the year are set out below: 

KPI

Description

2013

2012

Comment

Like-for-like
revenue growth

Revenue growth excluding
revenue growth from product
acquisitions and disposals,
any milestone or one-off
licence fee payments and
currency fluctuations

66%

(27)% The increase in revenues in
2013 reflects the increase in
the number of distribution
agreements signed by the
Company in 2012 and 2013. 

Revenue growth Growth in revenue between

66%

(26)% See comment above as all

reporting periods

Gross margin

Revenue less the cost of sale,
expressed as a % of revenue

revenue growth was achieved
from the same operations as
in 2012.

38%

41% Gross margin achieved in

2013 was below the targeted
42%-46% as explained in
the Financial Review.

Other financial KPIs will be employed as the business evolves and will be reported upon accordingly.
The Group also uses a number of non-financial KPIs, including the number of new distribution
agreements signed and new customer contracts secured, new product development output, customer and
partner satisfaction levels, staff retention levels, and capacity utilisation levels at Biokosmes.

On behalf of the Board,

Jerry Randall
Chief Executive Officer
4 June 2014

Venture Life Group plc Annual Report & Accounts 2013 15

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Governance
Directors & Advisers

Dr Lynn Drummond
Non-Executive Chair

Lynn joined Venture Life as Non-
Executive Chair in November 2013.
Lynn has been non-executive
chairman of Infirst Healthcare
Limited since early 2013 and is also a
non-executive director of Consort
Medical plc, Allocate Software plc and

Shield Therapeutics Limited. Previously Lynn spent 16 years at
Rothschild in London most recently as a Managing Director
within the investment banking division, with a particular focus
on transactions within the healthcare sector. Prior to Rothschild,
Lynn worked in the Cabinet Office in London as Private
Secretary to the Chief Scientific Advisor. 

Lynn holds a Bachelor of Science Degree in Chemistry from
the University of Glasgow and a PhD in Biochemistry from the
University of London. She is also a Fellow of the Royal Society of
Chemistry and a Fellow of the Royal Society of Edinburgh.

John Sylvester
Non-Executive Director

John Sylvester joined the Venture Life
board as Non-Executive Director in
November 2013.

John is currently the Chief

Commercial Officer for Interventional
Medicine at BTG plc, following the
£177 million acquisition of

Biocompatibles by BTG. John joined Biocompatibles in 2005,
taking responsibility for marketing, sales and business
development, and was appointed to the Board as an executive
director in the same year. His career covers a series of senior
commercial roles for Rio Tinto Zinc plc, ICI plc and English
China Clays plc where he was Managing Director prior to the
acquisition by Imetal for £756 million.

Immediately before Biocompatibles, John was with Baxter
Healthcare working out of their European HQ in Zurich where
he was VP Marketing for their European Medication delivery
business, a $750 million portfolio spanning both drugs and
medical devices.

16 Venture Life Group plc Annual Report & Accounts 2013

Jerry Randall
Chief Executive Officer

Jerry co-founded Venture Life in
2010. From 2000 to 2009, Jerry was
CFO of Sinclair Pharma plc, an
international specialty pharma
business, now listed on the main
market in London. Sinclair was
founded in August 2000 when Jerry

completed the management buy-in with Dr Michael Flynn. 
Jerry enjoyed a career initially in corporate finance and was
involved in buy-ins and acted as advisor to both private and quoted
companies between 1993 and 2000, in capacities as nominated
advisor and in practice with KPMG. Jerry has been involved in a
number of flotations and transactions on the Official List, Unlisted
Securities Market and AIM, as well as raising private equity. He
qualified as a chartered accountant with KPMG in 1990.

Sharon Collins
Commercial Director

Sharon co-founded Venture Life in
2010 with Jerry Randall.

Sharon has more than 15 years’

experience within the healthcare
industry, predominately in marketing,
international sales and business
development roles. She worked for a
leading dental manufacturer for eight years and launched many
products during this time. 

Sharon worked for Sinclair Pharmaceuticals for five years

within the International Business Development field and
successfully completed more than 35 international out-licensing
deals during a two year period. She qualified from Lancaster
University in 1996 with a degree in Marketing and gained her
MBA (with Distinction) in 2005.

James Hunter
Chief Financial Officer 

James joined the Group in September
2013 and was appointed to the Board
on 10 October 2013. Prior to joining
Venture Life, James was Finance
Director at Proximagen Group plc, an
AIM-listed biotechnology company.
During his eight years at Proximagen,

James was part of the management team that led Proximagen
through an IPO and admission to AIM, undertook several
company and product acquisitions, and oversaw the acquisition of
Proximagen by Upsher-Smith Laboratories Inc. for £223 million
in 2012. 

Prior to Proximagen, James spent six years in the corporate
finance team at Ernst & Young where he worked in mergers and
acquisitions and corporate restructuring. 

James has an MBA from Cranfield School of Management.

Governance

Directors & Advisers continued

Dr John Lucas
New Product Development & IP Director

Dr John Lucas joined the Group in
September 2013 and was appointed to
the Board on 10 October 2013. John
has over 15 years of experience in the
life sciences industry. Most recently,
John held the position of Head of
Patents, Biosimilars, at Boehringer

Ingelheim Pharma GmbH & Co. KG. Before that, he was Chief
Executive Officer of Cizzle Biotechnology. Prior to joining Cizzle,
he was General Counsel and Vice President of Intellectual
Property at Silence Therapeutics plc in London where he was
responsible for a wide range of legal and business matters and
played a key role in the corporate transaction with Intradigm
Corporation. 

John holds a law degree from George Washington University
and a PhD in molecular genetics from The Ohio State University. 

Gianluca Braguti
Manufacturing Director

Gianluca joined the Board on 
24 March 2014 following the
acquisition by Venture Life of
Biokosmes, the company he founded.
Gianluca began this career working

in his father’s pharmacy, and then,
after he graduated as a pharmacist,

continued working for several years in the Milano University
cosmetic Research and Development department researching
cosmetic applications for raw materials used in different fields. 

In 1990 he started developing formulations for Italian

cosmetic brands mainly in the perfumery and pharmacy area and
started his own contract manufacturing business, Biokosmes. In
1999 Biokosmes started developing and manufacturing medical
devices, selling predominantly in Europe. In 2002 Biokosmes
passed its first FDA inspection, and started exporting its products
to the US.

Registered Office
Venture House
2 Arlington Square
Bracknell
Berkshire
RG12 1WA
www.venture-life.com

Company Secretary
James Hunter

Company number
05651130

Nominated Adviser
Charles Stanley Securities
131 Finsbury Pavement
London
EC2A 1NT

Financial Adviser & Broker
WG Partners
One Carey Lane
London 
EC2V 8AE

Auditor
Baker Tilly UK Audit LLP
3rd Floor
One London Square
Cross Lanes
Guildford
Surrey
GU1 1UN

Solicitors 
Simmons & Simmons LLP
CityPoint
One Ropemaker Street
London
EC2Y 9SS

Principal Bankers
NatWest Commercial Banking
21a Somerset Square
Nailsea
Bristol
BS48 1RQ

Registrars
Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU

Venture Life Group plc Annual Report & Accounts 2013 17

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Governance
Corporate Governance

Introduction
The Board sets out below its policies and procedures in respect of
the Group’s corporate governance activities. The Board is
accountable to the Group’s shareholders for good corporate
governance and this statement describes how the principles of
corporate governance are applied to the Group.

The Board
The Board of Venture Life Group plc comprises of two non-
executive directors, one of whom chairs the Board, and five
executive directors. The roles of Chairman and Chief Executive
Officer are distinct and are held by different people to ensure a
clear division of responsibility. The role of the non-executive
directors is to bring valuable judgment and insight to Board
deliberations and decisions. The non-executive directors are
experienced and influential individuals whose blend of skills and
business experience contributes to the proper functioning of the
Board and its Committees, ensuring that matters are fully debated
and that no individual or group dominates the Board’s decision-
making processes.

All Directors have access to the advice and services of the
Company Secretary and are able in the course of their duties, if
necessary, to take independent professional advice at the
Company’s expense. Committees have access to such resources as
are required to fulfil their duties.

The Board receives regular reports detailing the progress of the

Group’s business, the Group’s financial position and projections,
as well as business development activities and operational issues,
together with any other material deemed necessary for the Board
to discharge its duties. The Chairman is primarily responsible for
the effective operation and chairing of the Board and for ensuring
that it receives appropriate information to make informed
judgements. 

The Board has a formal schedule of matters reserved to it for

decision but otherwise delegates specific responsibilities to
Committees, as described below. The terms of reference of the
Committees are available on request from the Company
Secretary. The Board is responsible for decisions, and the review
and approval of key policies and decisions in respect of business
strategy and operations, board appointments, budgets, items of
substantial investment and acquisitions.

Board Committees
The Board has established an Audit and Risk Committee, a
Nomination Committee and a Remuneration Committee with
written terms of delegated responsibilities for each. Details of
these committees can be found on page 19. 

Attendance at Board and Committee Meetings
The Directors attended the following Board meetings and
committee meetings during the year:

Director

Dr M Flynn1
Mr A Ahearne1
Mr A Sinclair1
Mr J Randall
Ms S Collins
Dr J Lucas2
Mr J Hunter2 
Dr L Drummond3 
Mr J Sylvester4 

Total meetings held in the year

Board

Remuneration

11/11
10/11 
8/11
11/11
10/11
3/3
3/3
1/1
1/1

11

2/2
2/2
2/2
–
–
–
–
–
–

2

1 Resigned from the Board on 29 November 2013
2 Appointed to the Board on 10 October 2013
3 Appointed to the Board on 20 November 2013
4 Appointed to the Board on 5 November 2013

Under the Articles of Association all directors must offer
themselves for re-election at least once every three years. One-
third of the directors shall retire by rotation at every Annual
General Meeting. All directors who retire by rotation are eligible
for re-appointment.

Internal control and risk management
The Board has ultimate responsibility for the systems of risk
management and internal control maintained by the Group and
for reviewing its effectiveness. 

The Board’s approach is designed to manage rather than
eliminate risk and can provide only reasonable and not absolute
assurance against material misstatement or loss. It operates with
principles and procedures designed to achieve the accountability
and control appropriate to the business. 

The Group does not consider it necessary to have an internal

audit function due to the small size of the administrative
function. Instead there is a detailed director review and
authorisation of agreements and transactions. A comprehensive
budgeting process is completed once a year and is reviewed and
approved by the Board. The Group’s results, compared with the
budget, are reported to the Board on a regular basis and discussed
in detail.

The Group maintains appropriate insurance cover in respect of

actions taken against the Directors because of their roles, as well
as against material loss or claims against the Group. The insured
values and type of cover are comprehensively reviewed on a
periodic basis.

18 Venture Life Group plc Annual Report & Accounts 2013

Governance

Corporate Governance continued

The principal features of the Group’s internal control system

are as follows:
• an organisational structure is in place with clearly drawn lines

The Remuneration Committee
The Remuneration Committee is chaired by John Sylvester with
Lynn Drummond as the other member of the committee.

of accountability and delegation of authority;

The committee has responsibility for making

• Group employees are required to adhere to specified codes of

•

•

•

conduct, policies and procedures;
financial results and key operational and financial performance
indicators are reported regularly throughout the year and
variances from plans and budgets are investigated and
reported;
financial control protocols are in place to safeguard the assets
and maintain proper accounting records; and
risk management is monitored on an on-going basis to
identify, quantify and manage risks facing the Group.

Shareholder relations
Venture Life aims to ensure a timely, open, comprehensive and
consistent flow of information to investors and the financial
community as a whole. By this approach we aim to help investors
understand the Group’s strategic objectives, its activities and the
progress it makes. 

Shareholders are welcome to attend the Group’s Annual
General Meeting (“AGM”), where they have the opportunity to
meet the Board. All shareholders will have at least 21 days’ notice
of the AGM at which the Directors will be available to discuss
aspects of the Group’s performance and answer questions from
shareholders. The Company also meets with its institutional
shareholders and analysts as appropriate and uses the AGM to
further encourage communication with shareholders. In addition,
the Company uses the Annual Report & Accounts, Interim
Statement and website to disseminate information to
shareholders. 

The 2014 AGM will be held on 30 June 2014 and a notice of

meeting can be found enclosed with this report or on the
Company’s website.

The Audit and Risk Committee
The Audit and Risk Committee was formed at the start of the
2014 financial year in anticipation of the Company’s admission to
AIM and is chaired by John Sylvester with Lynn Drummond as
the other member of the committee.

The committee has responsibility for considering all matters
relating to financial controls and reporting, internal and external
audits, the scope and results of the audits, the independence and
objectivity of the auditor and keeping under review the
effectiveness of the Company’s internal controls and risk
management. 

The Audit and Risk Committee is expected to meet at least

twice a year.

recommendations to the Board on the Company’s policy for
remuneration of senior executives, for reviewing the performance
of Executive Directors and senior management and for
determining, within agreed terms of reference, specific
remuneration packages for each of the Executive Directors and
members of senior management, including pensions rights, any
compensation payments and the implementation of executive
incentive schemes. 

Non-Executive Directors’ fees are determined by the full

Board. 

The Remuneration Committee meets at least once a year.
Further details of directors’ remuneration are disclosed in the
Directors’ Remuneration Report.

The Nomination Committee
The Nomination Committee was formed at the start of the 2014
financial year in anticipation of the Company’s admission to AIM
and is chaired by Lynn Drummond with John Sylvester as the
other member of the committee.

The committee has responsibility for considering the size,
structure and composition of the Board, and the retirement and
appointment of Directors, and will make appropriate
recommendations to the Board about these matters. The
Nomination Committee meets at least once a year. 

Going concern
The Directors have prepared and reviewed financial forecasts.
After due consideration of these forecasts and current cash
resources, the Directors consider that the Company and the
Group have adequate financial resources to continue in operation
for the foreseeable future (being a period of at least twelve months
from the date of this report). The Directors have therefore
prepared the financial statements on a going concern basis.

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

Dr Lynn Drummond
Non-Executive Chair
4 June 2014

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 19

 
 
 
Governance
Directors’ Report

Financial statements
The Directors present their report and financial statements for
the Company and Group for the year ended 31 December 2013.

Principal activities
The principal activities of Venture Life Group plc and its
subsidiaries are the development and commercialisation of
healthcare products, including food supplements, medical devices
and dermo-cosmetics for the ageing population, the development
and commercialisation of cosmetic products, and the
manufacturing of a range of topical products for the healthcare and
cosmetic sectors. 

Business review
A detailed review of the business, its results and future direction is
included in the Chair’s and Chief Executive Officer’s Statements. 

New product development
Details of the Group’s new product development programmes can
be found on page 6. The accounting treatment is respect of costs
incurred in carrying out the new product development
programmes can be found in note 3.7 to the financial statements.

Political donations
The Group made no political donations in the year under review
(2012: £nil). 

Results and dividends 
The results for the year and the financial position at 31 December
2013 are shown in the Consolidated Statement of Comprehensive
Income on page 28 and the Consolidated Statement of Financial
Position on page 29. The Directors recommend the payment of a
dividend of 0.04p per share (2012: 0.04p per share). The results
of the Group for the year are explained further in the Financial
Review.

Directors
The following directors held office during the year and up to the
date of this report:

Dr Lynn Drummond (appointed 20 November 2013)
John Sylvester (appointed 5 November 2013)
Jerry Randall
Sharon Collins
John Lucas (appointed 10 October 2013)
James Hunter (appointed 10 October 2013)
Gianluca Braguti (appointed 24 March 2014)
Dr Michael Flynn (resigned 29 November 2013)
Anthony Ahearne (resigned 29 November 2013)
Andrew Sinclair (resigned 29 November 2013)

Qualifying third-party indemnity provision is in place for the
benefit of all directors of the Company.

20 Venture Life Group plc Annual Report & Accounts 2013

External directorships
It is the Group’s policy that its directors may take up other
directorships provided that such appointments do not conflict
with their employment with the Group. Individuals may retain
any remuneration received from such services. External
directorships held by the Directors who are in office as at the date
of this report are detailed below:

Dr Lynn Drummond is a director of Consort Medical plc,
Allocate Software plc, Infirst Healthcare Limited, Shield Holdings
AG and Iron Therapeutic Holding AG.

John Sylvester is a director of Biocompatibles International
Limited, Biocompatibles UK Limited, and Provensis Limited.

Jerry Randall is a director of Kinnier Dufort Design Limited,

Kinnier Dufort Limited, Avantis UK Limited, Hootie
Developments Limited and Stratton Ventures Limited.

Gianluca Braguti is a director of Immobiliare Cremasca di

Parati Lucia e C. S.a.s. (“socio accomandante”), Farmacia S.
Francesco dei dott. Braguti A. – L.G. S.n.c. (“socio
amministratore”), A.Erre & Co. S.r.l, Biogenico Worldwide S.r.l,
Biokosmes Immobiliare S.r.l, Di.Kosmes S.r.l in liquidazione
(liquidation), Delife Pharma S.r.l and Grafco2 S.r.l.

Share capital
As at 31 December 2013, the issued share capital of the Company
was:

Number of Ordinary
0.3p shares

Amount 
£

Issued and fully paid up

16,961,424

50,884

Alterations to share capital
The Company issued bonus shares on 29 July 2013 at a ratio of
29 shares for each one share held. The ordinary shares were
further consolidated and sub-divided in December 2013 resulting
in a change in the nominal value of the ordinary shares from 1p
to 0.3p. The disclosure above reflects these changes to the share
capital of the Company.

Substantial share interests
At 30 May 2014, the Company had been advised or is aware of
the following interests, held directly or indirectly, in 3% or more
of the Company’s issued share capital: 

J A P Randall and associated
holdings
Dr M J Flynn and associated
holdings
Aviva plc & its subsidiaries
A J Sinclair and associated
holdings
Quilter Cheviot Limited
M A Ahearne
Miss S M Collins
L G Braguti

Number
of shares

3,912,129

2,904,543
2,422,018

2,145,943
1,858,000
1,696,243
1,384,166
1,344,603

Percentage of
issued share
share capital

16.1

12.0
10.0

8.8
7.7
7.0
5.7
5.5

Governance

Directors’ Report continued

Employees
The Group is committed to providing equal opportunities in
employment. All job applicants and employees receive equal
treatment regardless of sex, race, colour, age, and nationality or
ethnic origin.

The motivation of staff and the maintenance of an

environment where innovation and team working is encouraged
are seen as key objectives by the Board and all employees are given
the opportunity to participate in the Company’s share option
scheme. We promote internal communication of the Group’s
progress by means of regular meetings held with staff where issues
are discussed in an open manner. 

The Board also recognises that a safe, secure and healthy
working environment contributes to productivity and improved
performance.

Environment
The Group is conscious of its responsibilities in respect of the
environment and follows a Group-wide environmental policy.
The Group disposes of its waste products through regulated
channels using reputable agents. 

Statement as to disclosure of information to the auditor
The Directors who were in office on the date of approval of these
financial statements have confirmed that, as far as they are aware,
there is no relevant audit information of which the auditor is
unaware. Each of the Directors have confirmed that they have
taken all the steps that they ought to have taken as directors in
order to make themselves aware of any relevant audit information
and to establish that it has been communicated to the auditor.

Events after the balance sheet date
On 28 March 2014 the ordinary 0.3p shares of the Company were
admitted to trading on AIM in connection with a fundraising of
£5.4 million (before expenses) in respect of which the Company
issued a further 4,954,585 shares. 

Prior to admission to AIM, the Company had committed to a
number of share-based transactions which came into effect shortly
before admission:
1. On 27 March 2014 the Company issued 821,421 ordinary
0.3p shares following the conversion of previously issued
convertible loan notes into equity. Details of the loan notes,
which had a nominal value of £375,000, can be found in note
22. 

2. On 27 March 2014 the Company issued 168,526 ordinary
0.3p shares in respect of agreements it had entered into with
suppliers for services that had been provided to the Group.
3. On 27 March 2014 the Company issued 1,358,185 ordinary
0.3p shares pursuant to the acquisition of Biokosmes as more
fully described in note 30.
The total number of ordinary 0.3p shares in issue immediately

following admission was 24,264,141.

On 28 March 2014, the Company announced that it had

completed the acquisition of 100% of the share capital of
Biokosmes, an Italian company which develops and manufactures
topical products, including cosmetics, dermo-cosmetics and
medical devices.

Further details of this transaction can be found in note 30 to

the Consolidated Financial Statements. 

General Meeting
The 2014 General Meeting will be held on 30 June 2014, the
business of which is set out in the Notice of Annual General
Meeting, which can be found enclosed with this report or on the
Company’s website.

On behalf of the Board,

Jerry Randall
Director
4 June 2014

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 21

 
 
 
Governance
Directors’ Remuneration Report

This report sets out the remuneration policy operated by the
Group in respect of the executive directors. Details of the
members and meetings of the Remuneration Committee are
disclosed in the Corporate Governance Report.

Executive service agreements
All executive directors (with the exception of Gianluca Braguti
who has a five year fixed term contract) have rolling service
contracts, details of which are summarised below:

Provision
Contract dates

Detailed terms
Jerry Randall – 12 December 2013
Sharon Collins – 12 December 2013
James Hunter – 12 December 2013
John Lucas – 12 December 2013
Gianluca Braguti – 27 March 2014 for five years
until 28 March 2019

Notice period

All executives except Gianluca Braguti – Six
months from the executive and thirty days from
the Company.
Gianluca Braguti – no notice period.

Remuneration Jerry Randall: Salary, bonus tied to the 
entitlements

performance of the Company’s share price
compared to the AIM All-Share index,
contribution to a personal pension scheme,
medical benefits, and a company car.

Sharon Collins: Salary, bonus tied to the
performance of the Company’s share price
compared to the AIM All-Share index and
achievement of certain gross profit targets,
contribution to a personal pension scheme, and
medical benefits.

James Hunter: Salary, bonus tied to the
executive’s personal performance, contribution
to a personal pension scheme, and medical
benefits.

John Lucas: Salary, bonus tied to the executive’s
personal performance, contribution to a personal
pension scheme, and medical benefits.

Gianluca Braguti: Salary, bonus tied to the
EBITDA performance of Biokosmes (effective
from 27 March 2014), company car, medical
benefits, and death in service insurance.

Remuneration policy overview
The aim of the remuneration policy of the Company is to
encourage and reward superior performance by executives with
performance being measured by reference to the achievement of
corporate goals, strong financial performance and the generation
of acceptable total shareholder returns.  

•

•

The policy has been designed to offer rewards that:
enable the Company to attract and retain the management
talent it needs to ensure its success;
incentivise the achievement of the Company’s strategy and the
delivery of sustainable long-term performance of the Company
by the executives; and

• have flexibility that can accommodate the changing needs of

the Company as it grows and as its strategy evolves.
During 2014 the Committee intends to undertake a review of
its remuneration policy for the executive directors, to ensure that
it remains appropriate as the Company develops. If the
Committee proposes to make substantive changes to the executive
director remuneration policy it will, as part of the review process,
consult with shareholders. Any changes to the policy will be
explained to shareholders in next year’s report.

The remuneration policy
Remuneration levels are benchmarked against a sub-set of
companies in the UK healthcare/small cap sector with the aim of
achieving the following:
• base salary which is competitive, but not excessive;
• an annual cash bonus earned for the achievement of financial
and non-financial objectives (part of which is discretionary);
the grant of share options and long-term incentives with three
year financial performance targets; and
the provision of other benefits in line with market norms.
The Remuneration Committee believes that this policy

•

•

enables the Group to retain and motivate the executive directors
appropriately while still maintaining a strong ‘pay for
performance’ culture within the Group. The Remuneration
Committee will continue to review the policy on an annual basis
to ensure that it is in line with the Group’s objectives and
shareholders’ interests.

22 Venture Life Group plc Annual Report & Accounts 2013

Governance

Directors’ Remuneration Report continued

Directors’ remuneration
At present, the executive directors, are entitled to receive salary,
medical insurance, pension contributions, share options and a
bonus. The remuneration paid to the directors in 2012 and 2013
is included in note 9 of the Notes to the Consolidated Financial
Statements.

Salary
Basic salaries are reviewed annually and revised salaries take effect
from the start of the financial year. 

The Committee assesses the market competitiveness of pay
primarily in terms of total remuneration, with less emphasis on
base salary.

Pensions
The Group operates a Group Personal Pension scheme and also
contributes to the personal pension plans of certain employees
and directors. Under the scheme, the Group and employee will
make contributions or the Group will make direct contributions
under a ‘salary sacrifice’ arrangement. The scheme is open to
executive directors and employees. 

Share options
The Company issues share options to directors and staff to reward
performance, to encourage loyalty and to enable valued
employees to share in the success of the Company.

In setting up the share option schemes, the Remuneration

Committee took into account the recommendations of
shareholder bodies on the number of options to issue, the criteria
for vesting and the desirability of granting share options to
executive and non-executive directors.

All employees are generally offered share options under the
Company’s EMI or Unapproved share option scheme after three
months’ service. Option awards for employees are recommended
by the executive directors and approved by the Remuneration
Committee.

Share price related bonus payments
Mr Randall and Ms Collins are entitled to an annual bonus
which is tied to the performance of the Company’s share price
compared to the AIM All-Share index. Relative performance will
be measured in the first year after admission to AIM by
comparing the performance of the Company’s share price over the
period between admission and the announcement of the 2014
preliminary results expected in March/April 2015 with the
performance of the AIM All-Share index over the same period.

Other bonuses
The timing and amount of other bonuses are decided by the
Remuneration Committee with reference to the individual’s
contractual entitlements, performance and contribution to the
Group.

Non-executive directors
The non-executive directors have entered into letters of
engagement with the Company, with the Board determining the
fees paid to the non-executive directors. Non-executive directors
do not participate in the Group’s pension or bonus schemes in
their capacity as non-executive directors. The appointments can
be terminated upon three months’ notice being given by either
party.

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 23

 
 
 
Governance

Directors’ Remuneration Report continued

Options as at
31 December Options granted
during the year

2012

Options as at
31 December 
2013

Date from which
exercisable

–
162,187
483,333

–
162,187
483,333

300,000
300,000

705,700 
162,187
483,333

31 Dec 2012
1 Jul 2014
1 Jul 2014

31 Dec 2012
1 Jul 2014
1 Jul 2014

705,700
162,187
483,333

300,000
300,000

Expiry date

31 Aug 2022
4 Nov 2023
4 Nov 2023

31 Aug 2022
4 Nov 2023
4 Nov 2023

Exercise 
price
Pence

Performance
conditions

45p Non-market
41p Non-market
41p Non-market

45p Non-market
41p Non-market
41p Non-market

9 Sep 2014
1 Nov 2015

4 Nov 2023
4 Nov 2023

82p Non-market
82p Non-market

200,000

200,000

1 Sep 2014

4 Nov 2023

82p Non-market

Directors’ share options

Jerry Randall
Jerry Randall
Jerry Randall

Sharon Collins
Sharon Collins
Sharon Collins

James Hunter
James Hunter

John Lucas

Share option
scheme

EMI
EMI
Unapproved

EMI
EMI
Unapproved

EMI
EMI

EMI

705,700 
–
–

705,700
–
–

–
–

–

No directors exercised any options during the year.

On behalf of the Board,

John Sylvester
Chairman of the Remuneration Committee
4 June 2014

24 Venture Life Group plc Annual Report & Accounts 2013

Governance
Directors’ Responsibilities Statement 

The Directors are responsible for preparing the Strategic Report,
the Directors’ Report, and the financial statements in accordance
with applicable law and regulations.

In preparing each of the Group and Company financial

statements, the Directors are required to:
a) Select suitable accounting policies and then apply them

Company law requires the Directors to prepare Group and

consistently.

Company Financial Statements for each financial year. The
Directors are required by the AIM Rules of the London Stock
Exchange to prepare Group financial statements in accordance
with International Financial Reporting Standards (“IFRS”) as
adopted by the European Union (“EU”) and have elected under
company law to prepare the Company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and
applicable law).

The Group financial statements are required by law and IFRS

adopted by the EU to present fairly the financial position and
performance of the Group. The Companies Act 2006 provides in
relation to such financial statements that references in the relevant
part of that Act to financial statements giving a true and fair view
are references to their achieving a fair presentation.

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 Group and the
Company and of the profit or loss of the Group. 

b) Make judgements and accounting estimates that are reasonable

and prudent.

c) For the Group financial statements, state whether they have
been prepared in accordance with IFRS adopted by the EU
and for the Company financial statements state whether
applicable UK accounting standards have been followed
subject to any material departures disclosed in the Company
financial statements.

d) Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business.
The Directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Group’s and
the Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the Group and the Company
and enable them to ensure that the financial statements comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and Company and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information included on
the Venture Life Group plc website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 25

 
 
 
Opinion on other matter prescribed by the Companies
Act 2006
In our opinion 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.

Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
• adequate accounting records have not been kept by the parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
the parent Company financial statements 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. 

Colin Roberts FCA
(Senior Statutory Auditor)
For and on behalf of
Baker Tilly UK Audit LLP
Statutory Auditor 
Chartered Accountants

Third Floor
One London Road
Cross Lanes
Guildford
Surrey
GU1 1UN

4 June 2014

Financial Information
Independent Auditor’s Report
to the members of Venture Life Group plc

We have audited the Group and parent Company financial
statements (“the financial statements”) on pages 28 to 60. The
financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law
and International Financial Reporting Standards (IFRSs) as
adopted by the European Union. The financial reporting
framework that has been applied in the preparation of the parent
Company financial statements is applicable law and United
Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice).

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 Company’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 Company and the
Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.

Respective responsibilities of Directors and auditor
As more fully explained in the Directors’ Responsibilities
Statement on page 25, the Directors are responsible for the
preparation of the financial statements and for being satisfied that
they give a true and fair view. Our responsibility is to audit and
express an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board’s (APB’s) Ethical Standards for Auditors.

Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is
provided on the Financial Reporting Council’s website at
http://www.frc.org.uk/auditscopeukprivate

Opinion on financial statements
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 December 2013 and of the Group’s loss for the year then
ended;
the Group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union; 
the parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.

•

•

•

26 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Consolidated Statement of Comprehensive Income 28
Consolidated Statement of Financial Position 29
Consolidated Statement of Changes in Equity 30
Consolidated Statement of Cash Flows 31
Notes to the Consolidated Financial Statements 32
Parent Company Balance Sheet 56
Notes to the Parent Company Balance Sheet 57

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 27

 
 
 
Financial Information
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2013

Revenue
Cost of sales

Gross profit
Administrative expenses 
Exceptional costs

Operating loss
Finance income
Finance costs

Loss before tax
Tax

Loss for the year
Other comprehensive income

Total comprehensive income for the year attributable to equity holders of the parent

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

Notes

6

7

8

11

486
(301)

185
(1,178)
(105)

(1,098)
1
(25)

(1,122)
41

(1,081)
–

(1,081)

292
(173)

119
(906)
–

(787)
–
(1)

(788)
–

(788)
–

(788)

All of the loss and the total comprehensive income for the year is attributable to equity holders of the parent.

Loss per share
Basic and diluted loss per share (pence)

Year ended
31 December
2013
Pence

Year ended
31 December
2012
Pence

12

(6.71)

(5.71)

28 Venture Life Group plc Annual Report & Accounts 2013

Financial Information
Consolidated Statement of Financial Position
at 31 December 2013

Assets
Non-current assets
Intangible assets
Property, plant and equipment 
Available for sale financial assets

Current assets
Inventories
Trade and other receivables
Cash and cash equivalents 

Total assets

Equity and liabilities
Capital and reserves
Share capital
Share premium account
Other reserve
Convertible loan notes reserve
Share-based payment reserve
Retained earnings 

Total equity attributable to equity holders of the parent

Liabilities
Non-current liabilities
Deferred licence provision
Convertible loan notes

Current liabilities
Trade and other payables 
Deferred licence provision
Convertible loan notes

Total liabilities

Total equity and liabilities

At
31 December
2013
£’000

At
31 December
2012
£’000

Notes

14
15
16

17
18
19

20
20
21
22
28

23
22

24
23
22

457
10
31

498

174
874
453

1,501

1,999

51
2,668
50
39
338
(2,589)

557

35
298

333

1,051
8
50

1,109

1,442

1,999

373 
7
–

380 

106
122
84

312

692 

1
1,507
50
–
77
(1,508)

127

142
–

142

370
53
–

423

565

692

The financial statements on page 28 to 55 were approved and authorised for issue by the Board on 4 June 2014 and signed on its behalf by:

Jerry Randall
Director

James Hunter
Director

Venture Life Group plc Annual Report & Accounts 2013 29

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information
Consolidated Statement of Changes in Equity
for the year ended 31 December 2013

Balance at
1 January 2012

Comprehensive income:
Total comprehensive
income for the year

Transactions with
shareholders:
Issue of share capital
Share options charge
Dividends

Balance at
31 December 2012

Comprehensive income:
Total comprehensive 
income for the year

Transactions with
shareholders:
Issue of share capital
Bonus issue
Issue of convertible loans
Share options charge
Share settled liability
Dividends

Balance at
31 December 2013

Share capital
£’000

Share premium
account
£’000

Other reserve
£’000

Convertible
loan reserve
£’000

Share-based
payment reserve
£’000

Retained
earnings
£’000

Total equity
£’000

1

–

–
–
–

1

–

1
49
–
–
–
–

51

976

50

–

531
–
–

–

–
–
–

1,507

50

–

1,210
(49)
–
–
–
–

–

–
–
–
–
–
–

2,668

50

–

–

–
–
–

–

–

–
–
39
–
–
–

39

–

–

–
77
–

77

(715)

312

(788)

(788)

–
–
(5)

(1,508)

531
77
(5)

127

–

(1,081)

(1,081)

–
–
–
111
150
–

338

–
–
–
–
–
–

1,211
–
39
111
150
–

(2,589)

557

30 Venture Life Group plc Annual Report & Accounts 2013

Financial Information
Consolidated Statement of Cash Flows
for the year ended 31 December 2013

Cash flow from operating activities
Loss before tax
Finance income
Finance costs

Operating loss

Adjustments for:
– Depreciation of plant, property and equipment
– Amortisation of intangible assets
– Finance cost
– Share-based payment expense

Operating cash flow before movements in working capital

Decrease in deferred consideration
Increase in inventories
(Increase)/decrease in trade and other receivables
Increase in trade and other payables

Net cash used in operating activities

Cash flow from investing activities
Interest received
Proceeds on disposal of intangible assets
Purchases of property, plant and equipment
Purchases of intangible assets
Purchases of available for sale financial assets

Net cash used in investing activities

Cash flow from financing activities
Proceeds from issuance of ordinary shares
Proceeds from issue of convertible loans
Dividends paid

Net cash from financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

(1,122)
(1)
25

(1,098)

4 
56
(25)
111

(952)

(2)
(68)
(711)
698

(1,035)

1
–
(7)
(140)
(31)

(177)

1,211
375
(5)

1,581

369

84

453

(788)
–
1

(787)

4 
52 
(1)
77

(655)

(25)
(15)
29
150

(516)

–
1
(5)
(19)
–

(23)

531
–
(5)

526

(13)

97

84

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 31

 
 
 
Financial Information
Notes to the Consolidated Financial Statements
for the year ended 31 December 2013

1. General information
Venture Life Group plc (“the Company”) was incorporated on 
12 December 2005 and is domiciled in the UK, with its
registered office located at 2 Arlington Square, Downshire Way,
Bracknell, RG12 1WA. The Company is the holding company

for four wholly owned UK subsidiaries (together with the
Company “the Group”), and since 27 March 2014 for 
Biokosmes S.r.l, its manufacturing subsidiary. 

2. Basis of preparation
The principal activity of Venture Life Group plc and its
subsidiaries is the development and commercialisation of
healthcare products, including food supplements, medical devices
and dermo-cosmetics for the ageing population, the development
and commercialisation of cosmetic products, and the
manufacturing of a range of topical products for the healthcare
and cosmetic sectors.

The financial statements have been prepared on a going
concern basis under the historical cost convention, and in
accordance with International Financial Reporting Standards
(“IFRSs”) as adopted by the EU, the International Financial
Reporting Interpretations Committee (“IFRIC”) interpretations
issued by the International Accounting Standards Boards
(“IASB”) that are effective or issued and early adopted as at the

time of preparing these financial statements and in accordance
with the provisions of the Companies Act 2006.

The Consolidated Financial Statements included in the

Company’s Admission document, which is publicly available, are
considered to be the first consolidated financial statements prepared
in accordance with IFRSs and as such the disclosures required by
IFRS 1 in respect of the change in reporting framework from
Financial Reporting Standards for Smaller entities (“FRSSE”) to
IFRSs are not included in these Financial Statements. 

The preparation of the Group’s financial statements requires
management to exercise its judgements in the process of applying
accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements, are disclosed in note 3.19.

policies used into line with those used by the Group. All intra-
group transactions, balances, income and expenses are eliminated
on consolidation.

All subsidiary undertakings have year-end dates of

31 December.

3.3. Business combinations 
Acquisitions of subsidiaries and businesses are accounted for using
the acquisition method. The consideration for each acquisition is
measured at the aggregate of the fair values (at the date of
exchange) of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of
the acquiree. Acquisition-related costs are recognised in profit or
loss as incurred.

Where applicable, the consideration for the acquisition includes

any asset or liability resulting from a contingent consideration
arrangement, measured at its acquisition-date fair value.
Subsequent changes in such fair values are adjusted against the cost
of acquisition where they qualify as measurement period
adjustments. All subsequent changes in the fair value of contingent
consideration classed as an asset or liability are accounted for in
accordance with relevant IFRSs. Changes in the fair value of
contingent consideration classified as equity are not recognised.

3. Summary of significant accounting policies
The principal accounting policies adopted are set out below.

3.1. Going concern
As part of its going concern review the Directors have followed
the guidelines published by the Financial Reporting Council
entitled “Going Concern and Liquidity Risk Guidance for UK
Companies 2009”.

The Directors have prepared detailed financial forecasts and cash

flows looking beyond 12 months from the date of these financial
statements. In developing these forecasts the Directors have made
assumptions based upon their view of the current and future
economic conditions that will prevail over the forecast period.
These forecasts include the funds raised on admission to AIM of
£5.4 million (before expenses) and the acquisition of Biokosmes as
detailed in note 30.

On the basis of the above projections, the Directors are
confident that the Company and its Group have sufficient
working capital to honour all of its obligations to creditors as and
when they fall due. Accordingly, the Directors continue to adopt
the going concern basis in preparing the financial statements.

3.2. Basis of consolidation
The Consolidated Financial Statements incorporate the financial
statements of the Company and entities controlled by the
Company made up to the reporting date. Control is achieved
where the Company has the power to govern the financial and
operating policies of an investee entity so as to obtain benefits
from its activities. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting

32 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

3. Summary of significant accounting policies continued
3.4. Foreign currencies
(a) Functional and presentational currency
Items included in the financial information of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (“the functional
currency”). The consolidated financial information is presented in
UK sterling (£), which is the Group’s presentational currency. The
functional currency of the Company is also UK sterling (£) which
is the currency of the Company’s funding arrangements and
operating expenditure. 

(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. At each statement of financial position date,
monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing at that date.
Foreign exchange gains and losses resulting from such transactions
are recognised in the income statement. 

Non-monetary items carried at fair value that are denominated

in foreign currencies are translated at the rates prevailing at the
date when the fair value was determined. Non-monetary items
that are measured in terms of historical cost in a foreign currency
are not retranslated.

3.5. Revenue recognition
Revenue comprises the fair value of the consideration received or
receivable for the sale of goods and services in the ordinary course
of the Group’s activities. Revenue is shown net of value added tax,
returns, rebates and discounts and after eliminating sales within
the Group. 

Revenue from the sale of goods is recognised when the Group

has transferred to the buyer the significant risks and rewards of
ownership of the goods. 

3.6. Property, plant and equipment
Equipment is stated at cost less accumulated depreciation and any
provision for impairment. 

Cost includes the original purchase price of the asset and the
costs attributable to bringing the asset to its working condition
for its intended use. Depreciation is charged so as to write off the
costs of assets over their estimated useful lives, on the following
basis:

Office equipment over £500

Fixtures and fittings over £500

25%-50% per annum, 
straight line
20%-50% per annum, 
straight line

An item of property, plant and equipment is derecognised
upon disposal or when no future economic benefits are expected
from its use.

The gain or loss arising on the disposal of an asset is

determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in profit or loss.
The assets’ residual values, useful lives and methods of

depreciation are all reviewed at each financial year end and
adjusted prospectively, if appropriate. 

Depreciation for the year has been charged to administrative

expenses in the Statement of Comprehensive Income.

3.7. Internally-generated development intangible assets
Expenditure on research activities is recognised as an expense in
the period in which it is incurred.

An internally-generated development intangible asset arising
from the Group’s product development is recognised if, and only
if, the Group can demonstrate all of the following:
•

the technical feasibility of completing the intangible asset so
that it will be available for use or sale;
its intention to complete the intangible asset and use or sell it;
its ability to use or sell the intangible asset;

•
•
• how the intangible asset will generate probable future

•

•

economic benefits;
the availability of adequate technical, financial and other
resources to complete the development and to use or sell the
intangible asset; and
its ability to measure reliably the expenditure attributable to
the intangible asset during its development.

Where no internally-generated intangible asset can be recognised,
development expenditure is recognised as an expense in the
period in which it is incurred.

Internally-generated development intangible assets are

recognised at cost less accumulated amortisation and provisions
for impairment. Amortisation is provided on a straight-line basis
over the useful lives of the assets, commencing from the point
where the final marketable product is completed, at the following
rates:

Development costs

20% per annum, straight line

No amortisation has been provided in the current year as no
products, for which costs have been capitalised, have reached the
final stage of completion during the year.

3.8. Licences and trademarks intangible assets
Patents and trademarks are measured at purchase cost less
accumulated amortisation and provision for impairment.
Amortisation is provided on a straight-line basis over the
estimated useful lives of the assets ranging from 5-10 years.

Amortisation for the year has been charged to administrative

expenses in the Statement of Comprehensive Income.

3.9. Assets classified as available for sale
Assets available for sale are measured at the lower of carrying
amount and fair value less costs to sell. Assets are classified as
Available for Sale if their carrying amount will be recovered
through a sale transaction rather than through continuing use or
in the case of financial assets they are not classified as being at fair
value through profit and loss or held to maturity. Any revaluation
on Available For Sale assets is recognised directly in equity
through the Statement of Changes in Equity.

Venture Life Group plc Annual Report & Accounts 2013 33

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

3. Summary of significant accounting policies continued
3.10. Impairment of tangible and intangible assets
At each Statement of Financial Position date, the Group reviews
the carrying amounts of its assets to determine whether there is
any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset
is estimated in order to determine the extent of the impairment
loss (if any). Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which the asset
belongs. An intangible asset with an indefinite useful life is tested
for impairment at least annually and whenever there is an
indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell

and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit)

is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an
expense immediately, unless the relevant asset is carried at a
revalued amount, in which case the impairment loss is treated as a
revaluation decrease. 

Where an impairment loss subsequently reverses, the carrying

amount of the asset (or cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying amount that would
have been determined had no impairment loss been recognised for
the asset (or cash-generating unit) in prior years. A reversal of an
impairment loss is recognised immediately in profit or loss, unless
the relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase. 

3.11. Inventories
Inventories are stated at the lower of historical cost and net
realisable value. Costs comprise direct materials and, where
applicable, direct labour costs and those overheads that have been
incurred in bringing the inventories to their present location and
condition. Cost is calculated using the first in first out method.
Net realisable value represents the estimated selling prices less all
estimate costs of completion and costs to be incurred in
marketing, selling and distribution. 

3.12. Financial Instruments
Financial assets and financial liabilities are recognised in the
Group’s Statement of Financial Position when the Group becomes
party to the contractual provisions of the instrument. Financial
assets are de-recognised when the contracted rights to the cash
flows from the financial asset expire or when the contracted rights
to those assets are transferred. Financial liabilities are de-
recognised when the obligation specified in the contract is
discharged, cancelled or expired. 

34 Venture Life Group plc Annual Report & Accounts 2013

Financial assets
(a) Trade and other receivables
Trade and other receivables are recognised initially at fair value
and subsequently measured at amortised cost using the effective
interest method less provision for impairment. Appropriate
provisions for estimated irrecoverable amounts are recognised in
the Statement of Comprehensive Income when there is objective
evidence that the assets are impaired. The amount of the
provision is the difference between the carrying amount and the
present value of estimated future cash flows. Interest income is
recognised by applying the effective interest rate, except for short-
term receivables when the recognition of interest would be
immaterial. Trade and other receivables are classified in the
financial instruments note 27 as ‘loans and receivables’.

(b) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand
deposits held on call with banks, and other short-term highly liquid
investments with original maturities of three months or less that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value. Cash and cash equivalents are
classified in the financial instruments note 27 as ‘loans and
receivables’. 

(c) Equity instruments
Investments in equity instruments that are not key to achieving
the strategic objectives of the Group are recognised as Available
For Sale assets and are included at fair value less costs to sell with
any changes in fair value being recognised in equity through the
Statement of Changes in Equity. 

Financial liabilities and equity 
(a) Trade and other payables
Trade and other payables are initially measured at their fair value
and are subsequently measured at their amortised cost using the
effective interest rate method; this method allocates interest
expense over the relevant period by applying the ‘effective interest
rate’ to the carrying amount of the liability. Trade and other
payables are classified in the financial instruments note 27 as
‘other financial liabilities’. 

(b) Deferred licence provisions
Provisions are recognised when the Group has a present obligation
(legal or constructive) as a result of a past event, it is probable that
the Group will be required to settle that obligation, and a reliable
estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of
the consideration required to settle the present obligation at the
balance sheet date, taking into account the risks and uncertainties
surrounding the obligation. Where a provision is measured using
the cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a

provision are expected to be recovered from a third party, a
receivable is recognised as an asset if it is virtually certain that

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

3. Summary of significant accounting policies continued
reimbursement will be received and the amount of the receivable
can be measured reliably.

(c) Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Company are
recorded at the proceeds received, net of issue costs. 

3.13. Leases
Operating Lease
Leases in which a significant portion of the risks and rewards of
ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to profit or loss on
a straight-line basis over the period of the lease, except where
another more systematic basis is more representative of the time
pattern in which in which economic benefits from the lease asset
are consumed. 

3.14. Current and deferred tax
The tax expense represents the sum of the tax currently payable
and deferred tax.

(a) Current tax
The tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit 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 liability for current tax
is calculated using tax rates that have been enacted or substantively
enacted by the dates of the Statements of Financial Position.

(b) Deferred tax
Deferred tax is the tax expected to be payable or recoverable 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 the
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.

The carrying amount of deferred tax assets is reviewed at each

Statement of Financial Position 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 is
realised based on tax laws and rates that have been enacted or

substantively enacted at the Statement of Financial Position date.
Deferred tax is charged or credited in the income statement,
except when it relates to items charged or credited in other
comprehensive income, in which case the deferred tax is also dealt
with in other comprehensive income.

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 Group intends to settle its
current tax assets and liabilities on a net basis.

3.15. Employee benefits
All employee benefit costs, notably holiday pay, bonuses and
contributions to personal pension plans are charged to the
Consolidated Statement of Comprehensive Income on an accruals
basis.

3.16. Pension contributions
The Group contributes to the personal pension plans of certain
employees. Contributions are charged to the Consolidated
Statement of Comprehensive Income as they become payable. 

3.17. Share-based payments
The Company issues equity-settled share-based payments (share
options) to certain employees and others under which the Group
receives services as consideration for those equity instruments in
the Company. Equity-settled share-based payments are measured
at fair value at the date of grant by reference to the fair value of
the equity instruments granted. The fair value determined at the
grant date of equity-settled share-based payments is recognised as
an expense in the Group’s Statement of Comprehensive Income
over the vesting period on a straight-line basis, based on the
Group’s estimate of the number of instruments that will
eventually vest with a corresponding adjustment to equity. The
expected life used in the valuation is adjusted, based on
management’s best estimate, for the effect of non-transferability,
exercise restrictions, and behavioural considerations.

Non-vesting and market vesting conditions are taken into
account when estimating the fair value of the options at grant
date. Service and non-market vesting conditions are taken into
account by adjusting the number of options expected to vest at
each reporting date.

Options over the Company’s shares granted to employees of

subsidiaries are recognised as a capital contribution by the
Company to the subsidiaries.

When the options are exercised the Company issues new
shares. The proceeds received net of any directly attributable
transaction costs are credited to share capital (nominal value) and
share premium.

When an agreement is reached for the settlement of a fixed
liability for a fixed number of the Company’s shares (“Fixed for
Fixed”) the value of the liability is de-recognised and is recognised
in the share-based payments reserve at the date of the agreement. 

Venture Life Group plc Annual Report & Accounts 2013 35

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
c) Provisions
During the year ended 31 December 2010, a number of
intangible assets were purchased on a deferred consideration basis.
The Directors have analysed the terms of each agreement and
modelled the expected consideration that they believe will be
payable in the future. This involves the use of judgements by the
Directors on expected future revenue streams and the use of an
appropriate discount rate. 

d) Fair values on acquisition
When acquiring a business, the Directors have to make judgements
and best estimates about the fair value of the assets, liabilities and
contingent liabilities acquired. These are estimated regardless of
whether or not they were recognised in the financial statements of
the subsidiary prior to acquisition. The valuation of externally
acquired assets such as products, data or technologies requires
judgements regarding the estimated future cash outflows required to
commercialise the asset(s) and the cash inflows expected to arise
from such commercialisation, discounted at a suitable rate reflecting
the time value of money and the risks inherent in such activities.

3.20. Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the Chief Operating Decision
Maker (“CODM”). The CODM, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Group Directors.

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

3. Summary of significant accounting policies continued
3.18. Fair value estimation of financial assets and
liabilities
The carrying value less impairment provision of trade receivables
and payables are assumed to approximate their fair values because
of the short-term nature of such assets.

3.19. Critical accounting estimates and judgements 
The preparation of these financial statements requires
management to make judgements and estimates that affect the
reported amounts of assets and liabilities at each Statement of
Financial Position date and the reported amounts of revenue
during the reporting periods. Actual results could differ from these
estimates. Information about such judgements and estimations are
contained in individual accounting policies. The key judgements
and sources of estimation uncertainty that could cause an
adjustment to be required to the carrying amount of asset or
liabilities within the next accounting period are outlined below:

a) Recoverability of internally-generated intangible assets
In each of the years represented in these financial statements,
there is a considerable balance relating to non-current assets –
patents and trademarks. The Group’s accounting policy covering
the potential impairment of intangible assets is covered in note
3.10 to these financial statements. 

An impairment review of the Group’s patent and trademark
balances is undertaken at each year end. This review involves the
use of judgement to consider the future projected income streams
that will result from the ownership of the aforementioned patents.
The expected future cash flows are modelled over the remaining
useful life of the respective assets and discounted present value in
order to test for impairment. In each of the years ended
December 2012 and 2013, no impairment charge was recognised
as a result of these reviews.

b) Share-based payment charge
During 2013, the Group issued a number of share options to
certain employees. There were no performance conditions
attached to the issue of these options, hence the Black-Scholes
model was used to calculate the appropriate charge for the year
ended December 2013.

The use of this model to calculate a charge involves using a
number of estimates and judgements to establish the appropriate
inputs to be entered into the model, covering areas such as the use
of an appropriate interest rate and dividend rate, exercise
restrictions and behavioural considerations. A significant element
of judgement is therefore involved in the calculation of the charge.

36 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

4. Financial Risk Management
4.1. Financial risk factors
The Group’s activities expose it to a variety of financial risks:
market risk, credit risk and liquidity risk. The Group’s overall risk
management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects
on the Group’s financial performance.

Risk Management is carried out by management under
policies approved by the Directors. Management identifies and
evaluates financial risks in close co-operation with the Group’s
operating segments. The Directors provide principles for overall
risk management, as well as policies covering specific areas, such
as interest rate risk, non-derivative financial instruments and
investment of excess liquidity.

a) Market risk 
Market risk is the risk of loss that may arise from changes in
market factors such as interest rates and foreign exchange rates.

b) Credit risk
Credit risk is the financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligation. Credit risk arises from the Group’s cash and cash
equivalents and receivables balances.

c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet
its financial obligations as they fall due. This risk relates to the
Group’s prudent liquidity risk management and implies
maintaining sufficient cash reserves. Management monitors
rolling forecasts of the Group’s liquidity and cash and cash
equivalents on the basis of expected cash flow.

4.2. Capital risk management
The Group’s capital structure is comprised entirely of
shareholders’ equity.

The Group’s objective when managing capital is to maintain

adequate financial flexibility to preserve its ability to meet
financial obligations, both current and long term. The capital
structure of the Group is managed and adjusted to reflect changes
in economic conditions.

The Group funds its expenditures on commitments from
existing cash and cash equivalent balances, primarily received
from issuances of shareholders equity and loan arrangements
which are linked to equity. There are no externally imposed
capital requirements.

Financing decisions are made by the Directors based on

forecasts of the expected timing and level of capital and operating
expenditure required to meet the Group’s commitments and
development plans.

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 37

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

5. Accounting developments
a) New standards, amendments and interpretations issued and adopted
The accounting policies, presentation and methods of computation are the same as those applied in the Group’s Admission Document
published in March 2014. 

No accounting standards adopted in the year have had a significant impact upon the financial statements.

b) New standards, amendments and interpretations issued but not effective for the financial year beginning
1 January 2013 and not early adopted
The IASB and IFRIC have issued the following standards and interpretations with effective dates as noted below. The standards and
interpretations to existing standards are mandatory for the Group’s accounting periods beginning on or after 1 January 2014. The
Group intends to adopt these standards when they become effective. 

Standard

Key requirements

IFRS 10, Consolidated
Financial Statements 

IFRS 11, Joint Arrangements

The standard’s objective is to establish principles for the presentation and 
preparation of consolidated financial statements when an entity controls one or
more other entities.

IFRS 11 is a more realistic reflection of joint arrangements by focusing on the
rights and obligations of the arrangement rather than its legal form. There are
two types of joint arrangement: joint operations and joint ventures.

IFRS 12, Disclosures of Interests
in Other Entities

IFRS 12 includes the disclosure requirements for all forms of interests in other
entities, including joint arrangements, associates, special purpose vehicles and
other off balance sheet vehicles.

IAS 27 (revised 2011), Separate
Financial Statements

IAS 27 (revised 2011) includes the provisions on separate financial statements
that are left after the control provisions of IAS 27 have been included in the
new IFRS 10.

IAS 28 (revised 2011), Associates
and Joint Ventures

IAS 28 (revised 2011) includes the requirements for joint ventures, as well as
associates, to be equity accounted following the issue of IFRS 11.

IAS 32, Offsetting Financial Assets The amendments clarify existing application issues relating to the offsetting
and Financial Liabilities

requirements.

Effective date

1 January 2014

1 January 2014

1 January 2014

1 January 2014

1 January 2014

1 January 2014

IAS36, Impairment of Assets

The amendment provided clarification of disclosures required for recoverable
amount of non-financial assets.

1 January 2014

IAS39, Financial Instruments: 
Recognition and Measurement

The amendments clarified the treatment of derivatives and hedge accounting

1 January 2014

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the
Group.

It is expected that none of the above interpretations would have a material impact on these financial statements if applied. 

38 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

6. Segmental Information
IFRS 8, Operating Segments requires operating segments to be identified on the basis of internal reports about components of the
Group that are regularly reviewed by the CODM to allocate resources to the segments and to assess their performance.

The Directors consider the business from a line-of-service perspective and uses operating profit/(loss) as its profit measure. The

operating profit of operating segments is prepared on the same basis as the Group’s accounting operating profit.

6.1 Segment revenue and results
The following is an analysis of the Group’s revenue and results by reportable segment. 

Year ended 31 December 2013
Revenue
External sales

Total revenue

Results
Operating loss

Year ended 31 December 2012
Revenue
External sales

Total revenue

Results
Operating loss

The reconciliation of segmental operating loss to the Group’s loss before tax is as follows:

Operating loss
Central administrative costs
Finance income
Finance costs

Loss before tax

Sales of
cosmetics
£’000

Sales of
healthcare
products
£’000

Consolidated
Group
£’000

31

31

455

455

486

486

(62)

(644)

(706)

73

73

219

219

292

292

(102)

(576)

(678)

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

(706)
(392)
1
(25)

(1,122)

(678)
(109)
–
(1)

(788)

Four customers generated revenue which accounted for more than 10% of total revenue, being £148,000, £76,000, £65,000 and
£50,000 respectively. (2012: Four customers generated £71,000, £60,000, £56,000 and £37,000.)

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 39

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

6. Segmental Information continued
6.2 Segmental assets and liabilities

Assets
Sales of healthcare products
Sales of cosmetics
Unallocated assets

Consolidated total assets

Liabilities
Sales of healthcare products
Sales of cosmetics
Unallocated liabilities

Consolidated total liabilities

6.3 Other segmental information

Year ended 31 December 2013
Sales of healthcare products 
Sales of cosmetics

Year ended 31 December 2012
Sales of healthcare products 
Sales of cosmetics

No impairment losses have been incurred on any assets.

6.4 Geographical information 
The Group’s revenue from external customers by geographical location of customer is detailed below:

Revenue
UK
Europe (EEA)
Rest of the World

Total revenue

40 Venture Life Group plc Annual Report & Accounts 2013

At
31 December
2013
£’000

At
31 December
2012
£’000

1,091
111
797

1,999

375
6
1,061

1,442

503
121
68

692

516
33
16

565

Depreciation
and amortisation
£’000

Additions to
non-current
assets
£’000

52
8

60

50
6

56

144
3

147

21
3

24

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

31
306
149

486

69
136
87

292

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

7. Exceptional costs
The Company has incurred professional services costs totalling £105,204 during the year in respect of the acquisition of Biokosmes.
The purchase agreement was finalised and signed in November 2013 with the final acquisition subject to the admission to AIM which
occurred on 28 March 2014. 

8. Operating loss
Operating loss for the year has been arrived at after charging:

Depreciation of property, plant and equipment included in administrative expenditure
Amortisation of intangible assets included in administrative expenditure
Research and development costs 
Operating lease rentals
Staff costs (note 9)
Auditor’s remuneration
– Fees for the audit of the Company and Consolidated Financial Statements
– Fees for the audit of the Company’s subsidiaries
Net loss on foreign currency transactions

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

4
56
48
33
738

27
10
20

4
52
272
27
419

2
6
8

The Company paid £183,000 to Baker Tilly Corporate Finance LLP, an associate of the Group’s auditor, for corporate finance services
rendered for the purposes of the admission to AIM and fundraising. This cost has been deferred to the following year and will be
deducted from the share premium raised from the fundraising in March 2014. 

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 41

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

9. Employee information
The average numbers of staff including executive directors employed by the Group during the year are as shown below.

Year ended
31 December
2013
Number

Year ended
31 December
2012
Number

3
5
1

9

2
5
1

8

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

531
47
37
12
111

738

283
27
26
6
77

419

Total
£

195,417
144,617
48,551
41,880

7,048
3,853
41,000
2,750
–

Sales and marketing
Directors
Other

Their aggregate remuneration comprises:

Wages and salaries
Social security costs
Other pension costs
Other
Equity settled share-based payments

Directors’ remuneration 2013

Executive directors
Jerry Randall
Sharon Collins
James Hunter1
John Lucas2

Non-executive directors
Lynn Drummond3
John Sylvester4
Michael Flynn5
Anthony Ahearne5
Andrew Sinclair5

Salary/fees
£

Bonus
£

Benefits
£

Total
£

Pension
contributions
£

Social
security
contributions
£

135,000
102,500
33,666
29,167

6,276
3,423
41,000
2,750
–

15,000
15,000
9,231
6,666

10,126
1,313
–
–

–
–
–
–
–

–
–
–
–
–

160,126
118,813
42,897
35,833

6,276
3,423
41,000
2,750
–

24,000
10,250
–
1,458

–
–
–
–
–

11,291
15,554
5,654
4,589

772
430
–
–
–

Total 

353,782

45,897

11,439

411,118

35,708

38,290

485,116

1 Joined the Group on 9 September 2013.
2 Joined the Group on 2 September 2013.
3 Appointed as a director on 20 November 2013.
4 Appointed as a director on 5 November 2013.
5 Resigned as a director on 29 November 2013.

42 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

9. Employee information continued
Directors’ remuneration 2012

Salary/fees
£

Bonus
£

Benefits
£

Total
£

Pension
contributions
£

Social
security
contributions
£

Total
£

Executive directors
Jerry Randall
Sharon Collins

Non-executive
directors
Michael Flynn
Anthony Ahearne
Andrew Sinclair

Total

120,000
90,000

2,250
2,250
–

214,500

–
–

–
–
–

–

3,082
1,581

123,082
91,581

24,000
9,000

861
14,745

147,943
115,326

–
–
–

2,250
2,250
–

–
–
–

–
–
–

2,250
2,250
–

4,663

219,163

33,000

15,606

267,769

10. Pension costs and other post-retirement benefits
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in
employees’ own independently administered funds. The pension charge represents contributions payable by the Group and amounted
to £37,104 (2012: £34,236). At year end an amount of £435 (2012: £185) was payable in respect of pension contributions charged
during the year.

11. Income tax expense

Current tax
Current tax on profits for the year
Adjustments in respect of earlier years

Total current tax expense

Deferred tax
Origination and reversal of temporary differences

Total deferred tax expense

Total income tax credit

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

–
(41)

(41)

–

–

(41)

–
–

–

–

–

–

Tax on the Group’s loss before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to
losses of the consolidated entities as follows:

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

Loss before tax
Loss before taxation multiplied by the small companies rate of corporation tax of 20% (2012: 20%)
Expenses not deductible for tax purposes
Research and development tax credit from earlier years
Change in unrecognised deferred tax asset

Income tax credit

(1,122)
(224)
–
(41)
224

(41)

(788)
(158)
17
–
141

–

There are no enacted or substantively enacted changes to the small profits tax rate. 

As at the balance sheet date, the Group has unused tax losses of £2,436,000 (2012: £1,428,000) available for offset against future

profits. No deferred tax asset has been recognised in respect of these losses due to the uncertainty of its recoverability.

Venture Life Group plc Annual Report & Accounts 2013 43

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

12. Earnings per share
A reconciliation of the weighted average number of ordinary shares used in the measures is given below:

For basic and diluted EPS calculation

A reconciliation of the earnings used in the different measures is given below:

For basic and diluted EPS calculation

The resulting EPS measures are:

Basic and diluted EPS calculation

Year ended
31 December
2013
Number

Year ended
31 December
2012
Number

16,118,556

13,794,849

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

(1,081)

(788)

Year ended
31 December
2013
Pence

Year ended
31 December
2012
Pence

(6.71)

(5.71)

The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purpose of calculating the diluted
loss per ordinary share are identical to those used for basic loss per share. This is because the exercise of share options and conversion of
the convertible loan notes would have the effect of reducing the loss per ordinary share and is therefore not dilutive under the terms of
IAS 33.

13. Dividends
Amounts recognised as distributions to equity holders in the period:

Final dividend

The directors recommend the payment of a dividend of 0.04p per share (2012: 0.04p per share).

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

–

5

44 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

14. Intangible assets

Cost or valuation
At 1 January 2012
Additions
Disposals

At 1 January 2013
Additions

At 31 December 2013

Amortisation
At 1 January 2012 
Charge for the year 

At 31 December 2012
Charge for the year 

At 31 December 2013

Carrying amount
At 31 December 2012 

At 31 December 2013

Development
costs
£’000

Patents and 
trademarks
£’000

–
–
–

–
120

120 

–
–

–
–

–

–

120

466
19
(1)

484
20

504

59 
52 

111 
56 

167 

373 

337 

Total
£’000

466
19
(1)

484
140

624

59
52

111
56

167

373

457

Included within patents and trademarks is £243,195 (2012: £279,169) relating to a licence agreement between the Group and
Permapharm AG entered into on 30 September 2010. As at 31 December 2013, this licence had a remaining amortisation period of 
six years. Included within the capitalised cost of this licence is deferred consideration of £43,130 (2012: £194,872), see note 23 for
further details. 

All other trademarks, licences and patents are amortised over their estimated useful lives, which is on average five years.
All amortisation has been charged to administrative expenses in the Statement of Comprehensive Income.

15. Property, plant and equipment

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

Cost or valuation
At 1 January 2012 
Additions 

At 1 January 2013 
Additions 

At 31 December 2013

Depreciation 
At 1 January 2012 
Charge for the year 

At 1 January 2013 
Charge for the year 

At 31 December 2013

Carrying amount
At 31 December 2012 

At 31 December 2013 

Fixtures
and fittings
£’000

Office
equipment
£’000

Total
£’000

1 
–

1 
–

1 

–
1

1
–

1 

–

–

8
5 

13 
7 

20 

3 
3 

6 
4 

10 

7

10

9
5

14
7

21

3
4

7
4

11

7

10

All depreciation has been charged to administrative expenses in the Statement of Comprehensive Income.

Venture Life Group plc Annual Report & Accounts 2013 45

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

16. Available for sale financial assets

Cost or valuation
At 1 January 2013
Additions

At 31 December 2013

Accumulated impairment
At 1 January 2013
Charge for the year

At 31 December 2013

Carrying amount
At 31 December 2012

At 31 December 2013

Unlisted
Investments
£’000

–
31

31

–
–

–

–

31

The available for sale investments were acquired on 23 December 2013 for a consideration of €37,500 (£31,224). The Directors are not
aware of any factors or events occurring between date of acquisition and the year end which would have a significant effect on the fair
value of this investment and so are confident that there cost of the investment approximates its fair value at year end. Under IFRS the
valuation inputs are categorised as level three inputs.

17. Inventories

Raw materials
Finished goods

Year ended
31 December
2013
£’000

Year ended
31 December
2012
£’000

86
88

174

10
96

106

During the year inventories with a cost of £262,950 (2012: £91,335) were expensed as cost of sales in the Statement of Comprehensive
Income.

46 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

18. Trade and other receivables

Trade receivables
Prepayments and accrued income
Corporation tax recoverable
Other receivables

Contractual payment terms with the Group’s customers are typically 30-75 days.

As at the reporting date, no allowance had been made for overdue receivables (2012: nil). 

At
31 December
2013
£’000

At
31 December
2012
£’000

82
674
41
77

874

67
17
–
38

122

The following is an analysis of trade receivables that are past due but not impaired. These relate to a number of customers for whom
there is no recent history of defaults. The ageing analysis of these trade receivables is as follows:

At
31 December
2013
£’000

At
31 December
2012
£’000

31 to 60 days
60 to 90 days
90 to 120 days
> 120 days

Trade receivables – net

–
8
–
1

9

1
2
–
1

4

The Directors consider that the carrying value of trade and other receivables represents their fair value. In determining the recoverability
of trade receivables the Group considers any change in the credit quality of the receivable from the date credit was granted up to the
reporting date. For details on the Group’s credit risk management policies, refer to note 27(d).

No allowance has been made against the overdue receivables based on historic default experience.
The Group does not hold any collateral as security for its trade and other receivables.
The amounts of trade and other receivables denominated in currencies other than pounds sterling are shown in note 27(c).

19. Cash and cash equivalents

Cash and cash equivalents

At
31 December
2013
£’000

At
31 December
2012
£’000

453

84

All UK sterling denominated balances are held at National Westminster Bank (Moody’s long term credit rating: A) and Barclays
(Moody’s long term credit rating: A) whilst the euro-denominated balances are solely held at National Westminster Bank.

The Directors consider that the carrying value of cash and cash equivalents approximates their fair value. For details on the Group’s

credit risk management policies, refer to note 27(d).

The amounts of cash and cash equivalents denominated in currencies other than pounds sterling are shown in note 27(c).

Venture Life Group plc Annual Report & Accounts 2013 47

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

20. Share capital and share premium
Share capital
All shares are authorised, issued and fully paid.

At 1 January 2012
Share issue

At 1 January 2013
Share issue
Bonus issue

At 31 December 2013

Ordinary shares of
0.3p each

Number

£

13,314,200
1,179,800

14,494,000
2,467,424
–

16,961,424

1,332
118

1,450
807
48,627

50,884

Share 
premium
£’000

976
531

1,507
1,210
(49)

2,668

The Group has one class of ordinary shares which carry no fixed income.

The Company issued bonus shares on 29 July 2013 at a ratio of 29 shares for each one share held. The ordinary shares were further
consolidated and sub-divided in December 2013 resulting in a change to the nominal value of the ordinary shares from 1p to 0.3p. The
disclosures above reflect these changes to the share capital of the Company. 

The Company issued 2,274,100 ordinary 0.3p shares prior to the bonus issue noted with 1,022,000 of those shares being issued to

Directors and connected parties. The shares were issued for a consideration of 45 pence per share. 

Following the bonus issue the Company issued a further 193,330 ordinary 0.3p shares with a consideration of 97 pence per share.

No shares were issued to Directors of the Company.

21. Other reserve
In 2010 the Company acquired 100% of the issued share capital of Venture Life Limited from Shareholders of the Company. The other
reserve represents the share premium of Venture Life Limited at the time of acquisition. 

22. Convertible loan notes and loan notes reserve
The notes are convertible into ordinary shares of the Company at any time between 31 December 2013 and the notes settlement date.
If the notes have not been converted, they will be redeemed on 30 April 2016 at par. Interest of 7.5% will be paid quarterly up until
that settlement date.

The net proceeds received from the issue of the convertible loan note have been split between the financial liability element and an equity

component, representing the fair value of the embedded option to convert the financial liability into equity of the Company, as follows:

Proceeds of issue of convertible loan notes
Equity component

Liability component at date of issue
Interest charged

Liability component at 31 December 2013

£’000

375
(39)

336
12

348

The current portion of the loan notes of £50,000 has been included in current liabilities. 
The equity component of £39,000 has been credited to convertible loan note reserve.
The interest expensed for the year is calculated by applying an effective interest rate of 12% to the liability component for the period

since the loan notes were issued. The liability component is measured at amortised cost. 

As more fully described in note 30, the loan notes were converted into 821,421 ordinary 0.3p shares shortly before Admission on

28 March 2014.

48 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

23. Deferred licence provisions
Provisions relating to deferred consideration on the purchase of intangibles are due as follows:

Non-current
Current

Movements in the deferred licence provisions balance have occurred as follows:

At 1 January 
Payments
Settled through share issue 
Foreign exchange movements

At 31 December 

At
31 December
2013
£’000

At
31 December
2012
£’000

35
8

43

2013
£’000

195
(5)
(150)
3

43

142
53

195

2012
£’000

220
(21)
–
(4)

195

The deferred licence provision relates to a licence agreement between the Group and Permapharm AG entered into on 30 September
2010 for the rights to certain Bioscalin products and their associated intellectual property. The Group has capitalised all costs
attributable to the licence agreement.

As at 31 December 2013 the provision for deferred licence payments is £43,130 (2012: £194,872) 

24. Trade and other payables

Trade payables
Accruals and deferred income
Social security and other taxes
Dividend payable
Loans from Directors (note 29)
Other payables

At
31 December
2013
£’000

At
31 December
2012
£’000

421
569
24
–
4
33

1,051

157
191
11
5
4
2

370

Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. They are non-interest bearing and are
normally settled on 60-day terms.

The Directors consider that the carrying value of trade and other payables approximates their fair value.
The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe and no

interest has been charged by any suppliers as a result of late payment of invoices during the year.

The amounts of trade and other payables denominated in currencies other than pounds sterling are shown in note 27(c).

Venture Life Group plc Annual Report & Accounts 2013 49

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

25. Operating lease arrangements
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:

At
31 December
2013
£’000

At
31 December
2012
£’000

Within one year 
After one year and within five years

43
5

48

18
–

18

The operating lease payments are in respect of:
• The Group’s UK head office in Bracknell which is renewable on an annual basis in November each year and does not have any

contingent lease payments or restriction.

• The company car provided to the Group’s Chief Executive Officer. This lease has a two year term where-upon the leased asset is

required to be returned to the lessor.

26. Contingent liabilities
The Group entered into a manufacturing and license agreement with Biokosmes S.r.l on 4 August 2010 for the rights to certain
pigmentation products. Under the agreement the Group is required to pay a royalty calculated at a rate of €0.50 per unit sold with a
maximum royalty payable under the agreement of €180,000. No royalties were paid during the year (2012: £2,000). At year end the
balance of the licence was £127,000 (2012: £125,000). The balance on the licence at the start of the year increased by £2,000 as a result
of movements in foreign exchange rates. The Group is only obligated to pay the licence fee once the underlying products are sold and
thus the liability for future royalties has not been recognised. 

The Group entered into a manufacturing and license agreement with Biokosmes S.r.l on 4 August 2010 for the rights to certain anti-
ageing products. Under the agreement the Group is required to pay a royalty calculated at a rate of €0.50 per unit sold with a maximum
royalty payable under the agreement of €300,000. During the year £13,000 (2012: £4,000) was paid and recognised as a royalty in the
profit and loss. At year end £205,000 (2012: £214,000) was payable in respect of the licence. The licence payable at start of the year
increased by a net £4,000 as a result of movements in foreign exchange rates. The Group is only obligated to pay the licence fee once
the underlying products are sold and thus the liability for future royalties has not been recognised.

27. Financial instruments
The Group is exposed to the risks that arise from its use of financial instruments. This note describes the objectives, policies and
processes of the Group for managing those risks and the methods used to measure them. 

a. Principal financial instruments
The principal financial instruments used by the Group from which financial instrument risk arises are as follows:
• Trade and other receivables (excluding prepayments).
• Cash and cash equivalents.
• Trade and other payables (excluding accruals and deferred revenue).
• Deferred license provisions.
• Convertible loan notes.

50 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

27. Financial instruments continued
Details of financial instruments by category are set out below:

Financial assets
Loans and receivables:
Trade and other receivables 
Cash and cash equivalents

Financial liabilities
Other financial liabilities:
Trade and other payables 
Deferred license provisions
Convertible loan notes (excluding equity component)

2013
£’000

237
453

690

632
43
348

1,023

2012
£’000

105
84

189

179
195
–

374

Disclosures in respect of the Group’s financial risks are set out below.

b. Financial risk management
The Group’s activities expose it to a variety of financial risks: market risk of foreign exchange fluctuations, credit risk and liquidity risk.
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group’s financial performance. The Group’s policies for financial risk management are outlined in note 4.

c. Market risk
Foreign exchange risk
The Group is exposed to foreign exchange risk on sales, purchases, and translation of assets and liabilities that are in a currency other
than the functional currency of its operating units. 

The carrying amount of the Group’s foreign currency denominated monetary assets and liabilities in euros and Swiss francs are

shown below in the Group’s presentational currency, (£).

At 31 December 2013

Assets
Trade and other receivables
Cash and cash equivalents

Liabilities
Deferred license provisions
Trade and other payables

Net position

At 31 December 2012

Assets
Trade and other receivables
Cash and cash equivalents

Liabilities
Deferred license provisions
Trade and other payables

Net position

US$
£’000

SFr
£’000

–
–

–

–
66

66

(66)

US$
£’000

–
–

–

–
16

16

(16)

25
–

25

–
–

–

25

SFr
£’000

52
–

52

–
21

21

31

Euro
£’000

45
35

80

43
233

276

(196)

Euro
£’000

14
1

15

195
186

381

(366)

Total
£’000

70
35

105

43
299

342

(237)

Total
£’000

66
1

67

195
223

418

(351)

Venture Life Group plc Annual Report & Accounts 2013 51

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

27. Financial instruments continued
The following table details the Group’s sensitivity to a 10% increase and decrease in the foreign currencies used by the Group against
sterling. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents
management’s assessment of the reasonable possible change in foreign exchange rates. The sensitivity analysis includes only outstanding
foreign currency denominated monetary items and adjusts their translation at the period end for a 10% weakening or strengthening of
the foreign currencies against sterling.

£ currency 
impact
strengthening
£’000

£ currency 
impact
weakening
£’000

At 31 December 2012
Assets
Liabilities

At 31 December 2013
Assets
Liabilities

6
(41)

11
(34)

(6)
41

(11)
34

d. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group’s receivables from customers and deposits with financial institutions. The Group’s
exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group has an established credit
policy under which each new customer is analysed for creditworthiness before the Group’s standard payment and delivery terms and
conditions are offered. The Group’s review includes external ratings, and in some cases bank references.

An allowance for impairment is made when there is an identified loss event, which based on previous experience, is evidenced in the

recoverability of the cash flows. Management considers the above measures to be sufficient to control the credit risk exposure.

The Group gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk. At each

reporting date, the Group had a significant concentration of cash held on deposit with certain banks in the United Kingdom. At
December 2013, the concentration of credit risk held with these banks was £453,108 (2012: £83,630). 

The Group considers its credit risk by counter party and geography.
At 31 December 2013, the Group was also owed £68,387 (2012: £51,961) from four (2012: two) of its major customers, the

balance being shown under trade receivables. 

No impairment was made against any of the above amounts at any of the Statement of Financial Position dates.
The carrying amount of financial assets recorded represents the Group’s maximum exposure to credit risk without taking into

account the value of any collateral obtained. In the Director’s opinion there have been no impairments of financial assets in the periods
in this financial information.

No collateral is held by the Group in relation to any of its financial assets.

e. Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to
managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or damage to the Group’s reputation.

The Directors manage liquidity risk by regularly reviewing the Group’s cash requirements by reference to short term cash flow

forecasts and medium term working capital projections prepared by management.

f. Maturity of financial assets and liabilities
All of the Group’s financial assets and financial liabilities at each reporting date are either payable or receivable within one year with the
exception of the deferred licence provisions as shown in note 23.

g. Capital management 
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders.
The Group is funded by equity comprising issued capital, and loan notes. The capital structure of the Group consists of cash and cash
equivalents and equity, comprising issued capital and retained profits. The Group has no externally imposed capital requirements.

52 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

28. Share-based payments
Share options are held by option holders in either the Venture Life Group plc Unapproved Share Option Plan (“Unapproved Plan”) or
under the Venture Life Group plc Enterprise Management Incentive Share Option Plan (“EMI Plan”). All options in both plans are
settled in equity when the options are exercised. 

Options under both plans currently vest based on the basis of time employed at Venture Life. The maximum term of the options is

10 years.

The IFRS 2 share option charge for the year was £111,000 (2012: £77,000) and is included in administrative expenditure in the
Statement of Comprehensive Income. The Company also entered into a “Fixed for Fixed” arrangement for the settlement of a liability
of £150,000 which has been credited to the share-based payment reserve.

The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, share options during
the year. 

2013
Number

2013
WAEP (£)

2012
Number

2012
WAEP (£)

Total outstanding at beginning of the year
Granted during the year
Exercised
Forfeited

Total outstanding at 31 December

Exercisable at 31 December

1,566,400
2,276,040
–
–

3,842,440

1,000,935

0.45
0.60
–
–

0.56

0.45

–
1,566,400
–
–

1,566,400

500,469

–
0.45
–
–

0.45

0.45

The following table summarises information about the range of exercise prices for share options outstanding at 31 December:

Range of exercise prices
£0.00-£0.49
£0.50-£0.99

Total

2013
Number

2012
Number

2,932,440
910,000

3,842,440

1,566,400
–

1,566,400

At 31 December 2013, the weighted average remaining contractual life of options exercisable is 9.33 years (2012: 9.67 years). 

The weighted average fair value of options granted in the year is 41p (2012: 87p).
The non-market performance conditions for all share options outstanding at 31 December 2013 and with a vesting date of

31 December 2013 or before have been achieved.

The share-based payment charge has been calculated using the Black-Scholes model to calculate the fair value of the share options

that vest according to non-market performance conditions. 

The inputs into the Black-Scholes model are as follows: 

Weighted average share price (p)
Weighted average exercise price (p)
Weighted average expected volatility (%)
Weighted average expected life (years)
Weighted average risk free rate (%)
Expected dividends

2013

2012

41
60
37.6
5-6 years
1.47
0.1%

45
45
55
1-3 years
0.5
0.1%

a. The risk-free rate is based on the UK Gilt rate as at the grant date with a period to maturity commensurate with the expected term

of the relevant option tranche.

b. The fair value charge is spread evenly over the period between the grant of the option and the earliest exercise date.
c. The expected volatility is based on the historical volatility of similar companies share prices over the previous three years. The

expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations. The range of comparable companies has been reviewed for grants in the current year
resulting in the decrease in expected volatility.

Venture Life Group plc Annual Report & Accounts 2013 53

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

29. Related party transactions 
The following transactions were carried out with related parties:

(a) Other transactions with Directors
Total dividends paid to Directors in the year ending 31 December 2013 were £nil (2012: £3,406).

Interest totalling £2,584 (2012: £nil) has been paid on convertible loan notes issued to directors with a par value of £55,000. 
There are also unsecured loans from Directors with a balance owing at year end of £4,087 (2012: £4,491). The unsecured loans are

not interest bearing and are repayable on demand. 

(b) Transactions with subsidiaries
Venture Life Limited
During the year the Company charged Venture Life Limited £339,420 (2012: £32,860) for corporate services provided and provided
funding to Venture Life Limited totalling £1,140,600 (2012: £428,437). At year end an amount of £2,636,005 (2012: £1,155,985) was
due from Venture Life Limited.

Lubatti Limited
During the year the Company charged Lubatti Limited £16,499 (2012: £8,215) for corporate services provided and provided funding
to Lubatti Limited totalling £43,201 (2012: £906). At year end an amount of £390,100 (2012: £330,400) was due from Lubatti
Limited.

The Company did not have any transactions or balances with Tracey Malone Originals Limited or Soffto Lubatti Limited.

(c) Transactions between subsidiaries
Venture Life Limited and Lubatti Limited
During the year Venture Life Limited provided funding to Lubatti Limited totalling £34,921 (2012: £44,438). At year end an amount
of £169,524 (2012: £134,603) was due to Venture Life Limited.

Lubatti Limited and Tracey Malone Originals Limited:
During the year Tracey Malone Originals Limited charged Lubatti Limited £4,964 (2012: £6,043) for the use of its product licences.
Lubatti Limited provided funding to Tracey Malone Originals Limited totalling £3,931 (2012: £163). At year end an amount of £5,551
(2012: £6,584) was due to Lubatti Limited.

(d) Transactions with other related parties
Services purchased from Avantis UK Limited totalled £48,000 (2012: £150,152). At 31 December 2013, the Group owed Avantis UK
Limited £nil (2012: £40,606). Control of Avantis UK Limited is held by J Randall, a shareholder and director of the Company.

Services purchased from The Digital Bandit totalled £1,700 (2012: £3,080). At 31 December 2013, the Group owed The Digital
Bandit £nil (2012: £1,460). Control of The Digital Bandit is held by a shareholder and relative of Dr M J Flynn, a former director of
the Company.

Services purchased from Dr M J Flynn a shareholder and former director of the Group for consultancy services totalled £38,250

(2012: £18,338). At 31 December 2013, the Group owed Dr M J Flynn £27,377 (2012: £5,250).

54 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2013

30. Post balance sheet events
On 28 March 2014 the ordinary 0.3p shares of the Company were admitted to trading on the Alternative Investment Market (“AIM”)
of the London Stock Exchange (“Admission”) in connection with a fundraising of £5.4 million (before expenses) in respect of which the
Company issued a further 4,954,585 shares. 

Prior to Admission, the Company had committed to a number of share-based transactions which came into effect shortly before

Admission:
1. On 27 March 2014 the Company issued 821,421 ordinary 0.3p shares following the conversion of previously issued convertible loan

notes into equity. Details of the loan notes, which had a nominal value of £375,000, can be found in note 22. 

2. On 27 March 2014 the Company issued 168,526 ordinary 0.3p shares in respect of agreements it had entered into with suppliers for

services that had been provided to the Company.

3. On 28 March 2014 the Company issued 1,358,185 ordinary 0.3p shares pursuant to the acquisition of Biokosmes as detailed below.

The total number of ordinary 0.3p shares in issue immediately following Admission was 24,264,141.
On 28 March 2014, the Company announced that it had completed the acquisition of 100% of the share capital of Biokosmes, an

Italian company which develops and manufactures topical products, including cosmetics, dermo-cosmetics and medical devices.
Founded in 1983 and based north of Milan, Italy, Biokosmes provides product formulation, development and manufacturing
services to over 60 customers, including Venture Life. The acquisition and integration of the two companies brings together Venture
Life’s expertise in brand and product development, and commercialisation, with Biokosmes’s extensive knowledge and expertise in
topical product development and manufacturing.

The initial consideration payable to the vendors of Biokosmes at the time of the acquisition amounted to €4.2 million in cash,
€2.0 million in the form of a loan note convertible under certain circumstances into Venture Life Group plc ordinary 0.3p shares
(“Shares”), and 1,358,185 Shares. Further consideration in the form of 5,639,393 new Shares will be issued shortly to the vendors
on the basis that the audited EBITDA* achieved by Biokosmes in the financial year ended 31 December 2013 amounted to
€1.944 million. Following the issue of these new Shares, the total number of Shares in issue will be 29,903,534.

Due to the limited time available between the acquisition and the approval of these financial statements, the Group is still in the
process of finalising the list of identifiable assets and liabilities and establishing the fair values of those assets and liabilities acquired but
it is anticipated that the fair value of the consideration paid over the book value of the net assets acquired will include customer
relationships and goodwill representing the value attributable to new business and the assembled and trained workforce. 

As at the date of acquisition, 27 March 2014, the net assets of Biokosmes, based on unaudited management accounts and reported

under IFRS, amounted to £1.8 million (€2.2 million).

* Earnings before interest, tax, depreciation, amortisation and exceptional costs

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013 55

 
 
 
Financial Information
Parent Company Balance Sheet
at 31 December 2013

Fixed assets
Investments

Current assets
Debtors
Cash at bank 

Creditors
Amounts falling due within one year

Net current assets

Total assets less current liabilities
Creditors
Amounts falling due after one year

Net assets

Capital and reserves
Called up share capital
Share premium account
Convertible loan note reserve
Share-based payment reserve
Profit and loss account 

Shareholders’ funds

At
31 December
2013
£’000

Notes

At
31 December
2012
As restated
£’000

6

7

8

9

10
11
11
11
11

955

955

3,429
78

3,507

(765)

2,742

3,697

(298)

(298)

3,399

51
2,930
39
338
41

3,399

304

304

1,495
58

1,553

(16)

1,537

1,841

–

–

1,841

1
1,769
–
77
(6)

1,841

The financial statements on page 56 to 60 were approved and authorised for issue by the Board on 4 June 2014 and signed on its behalf by:

Jerry Randall
Director

James Hunter
Director

56 Venture Life Group plc Annual Report & Accounts 2013

Financial Information
Notes to the Parent Company Balance Sheet
for the year ended 31 December 2013

1. Basis of preparation
The Company Balance Sheet and related notes have been
prepared under the historical cost convention and in accordance
with the Companies Act 2006 and United Kingdom Generally
Accepted Accounting Practice (“UK GAAP”).

As permitted by s408 of the Companies Act 2006, the profit
and loss account of the Company is not presented in this Annual
Report. As permitted by FRS 1, Cash Flow Statements, no cash
flow statement for the Company has been included on the

grounds that the Group includes the Company in its own
published consolidated financial statements. The Company has
taken advantage of the exemption in FRS 8, Related Party
Disclosures not to disclose related party transactions with other
wholly-owned members of the Group.

These financial statements present information about the
Company as an individual undertaking and not about its Group. 

2. Accounting policies
The following accounting policies have been applied consistently
in dealing with items which are considered material to the
Company’s financial statements:

a) Investment in subsidiary undertakings and
impairment review
Investments in subsidiary undertakings where the Company has
control are stated at cost less any provision for impairment.
Control is achieved where the Company has the power to govern
the financial and operating policies of an investee entity so as to
obtain benefits from its activities.

Investments are reviewed for impairment if events or changes

in circumstances indicate that the carrying amount may not be
recoverable. Impairments are calculated such that the carrying
value of the investment is the lower of its cost or recoverable
amount. Recoverable amount is the higher of its net realisable
value and its value in use.  

b) Share-based payments
When share options are awarded to employees, the fair value of
the options at the date of grant is charged to the income
statement over the vesting period. Non-market vesting conditions
are taken into account by adjusting the number of equity
instruments expected to vest at each balance sheet date so that,
ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest.
Market vesting conditions are factored into the fair value of the
options granted. As long as all other vesting conditions are
satisfied, a charge is made irrespective of whether the market
vesting conditions are satisfied. The cumulative expense is not
adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before

they vest, the increase in fair value of the options, measured
immediately before and after the modification, is also charged to
the income statement over the remaining vesting period.

Where equity instruments are granted to persons other than
employees, the income statement is charged with the fair value of
goods and services received.

In accordance with UITF 44, when the Company grants
options over equity instruments directly to the employees of a
subsidiary undertaking, the effect of the share-based payment, as
calculated in accordance with FRS 20, is capitalised as part of the
investment in the subsidiary as a capital contribution, with a
corresponding increase in equity.

c) Taxation
Corporation taxes are recorded on taxable profits at the current rate. 
Deferred tax is recognised, without discounting, in respect of
all timing differences between the treatment of certain items for
taxation and accounting purposes, which have arisen but not
reversed by the balance sheet date, except as required by FRS19 –
Deferred Taxation.

Deferred tax is measured at the rates that are expected to apply
in the period when the timing differences are expected to reverse,
based on the tax rates and law enacted or substantively enacted at
the balance sheet date.

Deferred tax assets are only recognised to the extent that the
company is certain that there will be sufficient taxable profits in the
future to absorb the reversal of the underlying timing differences. 

d) Foreign currency
Assets and liabilities denominated in foreign currencies are
translated at the rate of exchange ruling at the balance sheet date.
Transactions in foreign currencies are recorded at the rate ruling
at the date of the transaction. All differences are charged/credited
to the profit and loss account. 

e) Leases and hire purchase commitments
Rentals paid under operating leases are charged to income on a
straight line basis over the lease term.

3. Profit attributable to members of the parent Company
As permitted by s408 of the Companies Act 2006, the Company’s
profit and loss account has not been included in these financial
statements. The profit dealt with in the financial statements of
the Company was £47,000 (2012: Loss – £27,000 as restated).

The auditor’s remuneration in respect of audit services

provided to the Company is disclosed in note 8 of the Notes to
the Consolidated Financial Statements of the Group.

Venture Life Group plc Annual Report & Accounts 2013 57

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information

Notes to the Parent Company Balance Sheet continued
for the year ended 31 December 2013

4. Directors’ remuneration
Details of directors’ remuneration are disclosed in Note 9 to the Consolidated Financial Statements of the Group.

5. Prior year adjustment
Change in accounting framework
In the prior year the Company qualified as a small company as set out in Companies Act 2006 and so prepared its financial statements
in accordance with Financial Reporting Standards for Smaller Entities. The Company converted into a public company during the year
and as a result it no longer qualifies for the small company exemptions and is required to prepare these financial statements in
accordance with United Kingdom Financial Reporting Standards. 

The primary difference in the change in the above standards is that the Financial Reporting Standards for Smaller entities does not
require the inclusion of a charge for share based payments which is required under United Kingdom Financial Reporting Standards. In
order to comply with the FRS 20, Share-Based Payments the Company has decreased the profit reported in the previous year by
£36,000 in respect of the share options charge for 2012 and has also increased the investments in subsidiaries by £41,000 in respect of
share option granted to employees of the subsidiaries. There was a corresponding increase of £77,000 in the Share-based payment
reserve. The net effect on shareholders’ funds was an increase of £41,000.

No tax adjustments have been made as there is no corporation tax effect until the options are exercised. 

6. Investments 

Cost
At 1 January 2012
Additions

At 1 January 2013 (as restated)
Additions

At 31 December 2013

Accumulated impairment
At 1 January 2012
Charge for the year

At 1 January 2013
Charged during the year

At 31 December 2013

Net book value
At 31 December 2013

At 31 December 2012

Investments in 
subsidiary undertakings

Shares
£’000

263
–

263
–

263

–
–

–
–

–

263

263

Loan
£’000

–
–

–
390

390

–
–

–
–

–

390

–

Capital
contributions from
share-based 
payments
£’000

Other
investments
£’000

–
41

41
230

271

–
–

–
–

–

271

41

–
–

–
31

31

–
–

–
–

–

31

–

Total
£’000

263
41

304
651

955

–
–

–
–

–

955

304

Venture Life Group plc has four subsidiary undertakings, Venture Life Limited (Company number 07186207), Lubatti Limited
(Company number 06704099), Tracey Malone Originals Limited (Company number 06703243) and Soffto Lubatti Limited (Company
number 08203367) which are all incorporated in England and Wales and whose details are summarised below:

Name of subsidiary

Class of holding

Proportion held directly

Nature of business

Venture Life Limited
Lubatti Limited
Tracey Malone Originals Limited
Soffto Lubatti Limited

Ordinary
Ordinary
Ordinary
Ordinary

100%
100%
100%
100%

Healthcare products
Cosmetics products
Cosmetics products 
Dormant

58 Venture Life Group plc Annual Report & Accounts 2013

Financial Information

Notes to the Parent Company Balance Sheet continued
for the year ended 31 December 2013

6. Investments continued
The other investment is made up of the acquisition of 33.57% holding in G2S Cosmetics SAS (company number B489533596) which
is incorporated in France. The Company does not have any control over that company and is not able to exercise significant influence
over its operations. As a result of this the investment in G2S has been reflected at cost.

7. Debtors

Amounts falling due within one year:
Other debtors
Prepayments and accrued income

Amounts falling due after more than one year:
Amounts owed by Group undertakings

Aggregate amounts

8. Creditors: amounts falling due within one year

Trade creditors
Other taxation and social security costs
Directors’ loans
Dividend payable
Accruals and deferred income
Convertible loan notes
Other payables

9. Creditors: Amounts falling due after more than one year

Convertible loan notes

2013
£’000

63
730

793

2,636

3,429

2013
£’000

248
5
4
–
427
50
31

765

2013
£’000

298

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

2012
£’000

3
7

10

1,485

1,495

2012
£’000

2
2
4
5
3
–
–

16

2012
£’000

–

The notes are convertible into ordinary shares of the Company at any time between 31 December 2013 and the notes settlement date.
If the notes have not been converted, they will be redeemed on 30 April 2016 at par. Interest of 7.5% will be paid quarterly up until
that settlement date.

The net proceeds received from the issue of the convertible loan note have been split between the financial liability element and an
equity component, representing the fair value of the embedded option to convert the financial liability into equity of the Company, as
follows:

Proceeds of issue of convertible loan notes
Equity component

Liability component at date of issue
Interest charged

Liability component at 31 December 2013

£’000

375
(39)

336
12

348

The current portion of the loan notes of £50,000 has been included in current liabilities.
The equity component of £39,000 has been credited to convertible loan note reserve.
The interest expensed for the year is calculated by applying an effective interest rate of 12% to the liability component for the period

since the loan notes were issued. The liability component is measured at amortised cost. 

Venture Life Group plc Annual Report & Accounts 2013 59

i

F
n
a
n
c
a

i

l

I
n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I

n
f
o
r
m
a
t
i
o
n

 
 
 
Financial Information

Notes to the Parent Company Balance Sheet continued
for the year ended 31 December 2013

10. Share capital

Allotted, issued and fully paid:
16,961,424 (2012: 1,449,400) Ordinary shares of 0.3p each 

2013
£’000

51

2012
£’000

1

The Company has removed the Authorised Share capital from its Memorandum and Articles of Association as allowed by Companies
Act 2006.

On 16 December 2013 the Company converted the Ordinary shares, through Special resolution, from Ordinary shares of 1p to
Ordinary shares of 0.3p. As a result of this share division the number of shares in issue increased by 11,873,001 to 16,961,424 shares.
Details of the Company’s share option schemes can be found in the Directors’ Remuneration Report and Note 28 to the Consolidated
Financial Statements of the Group.

11. Reconciliation of movement in reserves

Balance at 1 January 2012
Profit for the year as previously reported
Dividends
Issue of ordinary shares

Prior year adjustment

Balance at 1 January 2013
Profit for the year
Share-based payments 
Issue of convertible loan notes
Issue of ordinary shares
Issue of Bonus shares

Balance at 31 December 2013

12. Reconciliation of shareholders’ funds

Profit/(loss) for the year
Share-based payments
Issue of convertible loans notes
Issue of ordinary shares
Dividends

Increase in shareholders’ funds for the year
Opening shareholders’ funds (As restated)

Closing shareholders’ funds

Share premium
£’000

Convertible loan
note reserve
£’000

Share-based
payment reserve
£’000

Profit and
loss account
£’000

1,238
–
–
531

1,769
–

1,769
–
–
–
1,210
(49)

2,930

–
–
–
–

–
–

–
–

39
–
–

39

–
–
–
–

–
77

77
–
261
–
–
–

338

26
9
(5)
–

30
(36)

(6)
47
–
–
–
–

41

Total 
£’000

1,264
9
(5)
531

1,799
41

1,840
47
261
39
1,210
(49)

3,348

2013
£’000

47
261
39
1,211
–

1,558
1,841

3,399

2012
As restated
£’000

(27)
77
–
531
(5)

576
1,265

1,841

The opening shareholders’ deficit was £1.8 million before the prior year adjustment.

60 Venture Life Group plc Annual Report & Accounts 2013

Other Information
Shareholder Information

Company contact details and registered office
Venture House
2 Arlington Square
Bracknell
Berkshire 
RG12 1WA

Company Secretary 
James Hunter 

Share price information
The latest Venture Life share price can be obtained via a number
of financial information websites. Venture Life’s London stock
exchange code is VLG.

Shareholder enquiries
Enquiries concerning shareholdings, change of address or other
particulars, should be directed in the first instance to the
Company’s registrars:

Incorporated and registered in England and Wales with
No. 05651130

Website
Further information on the Group can be found on our website at
www.venture-life.com

Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU

Telephone: 0870 162 3100
(Calls cost 10p/minute plus network extras. Lines are open
8.30am-5.30pm Mon-Fri. If calling from outside the UK
please dial: +44 (0)20 8639 3399)

Investor relations
Any shareholders with enquiries regarding the Group are welcome
to contact James Hunter on +44 (0)1344 742 870. Alternatively,
they can e-mail their enquiry to ir@venture-life.com

Copies of this report are being sent to all shareholders. Copies

are also available at the registered office of the Company, 
Venture House, Arlington Square, Bracknell, Berkshire
RG12 1WA.

O
v
e
r
v
e
w

i

i

S
t
r
a
t
e
g
c
R
e
p
o
r
t

G
o
v
e
r
n
a
n
c
e

i

F
n
a
n
c
a

i

Designed by Benjamin Rowntree Design Consultants
www.benrown.co.uk

Printed by Park Communications.

Printed on Evolution Satin 75.

l

I

n
f
o
r
m
a
t
i
o
n

O
t
h
e
r

I
n
f
o
r
m
a
t
i
o
n

Venture Life Group plc Annual Report & Accounts 2013

 
 
 
Venture Life Group plc
Venture House
2 Arlington Square
Bracknell
Berkshire
RG12 1WA

T +44 (0) 1344 742 870
E info@venture-life.com
W www.venture-life.com