REGISTERED NUMBER: |
Celixir Limited |
Financial Statements |
for the Year Ended 31 March 2023 |
REGISTERED NUMBER: |
Celixir Limited |
Financial Statements |
for the Year Ended 31 March 2023 |
Celixir Limited (Registered number: 10541091) |
Contents of the Financial Statements |
for the year ended 31 March 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 | to | 7 |
Celixir Limited |
Company Information |
for the year ended 31 March 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
13 The Courtyard |
Timothy's Bridge Road |
Stratford Upon Avon |
Warwickshire |
CV37 9NP |
Celixir Limited (Registered number: 10541091) |
Balance Sheet |
31 March 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 4 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Share based payment reserve |
Treasury shares | ( |
) | ( |
) |
Merger reserve |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
Celixir Limited (Registered number: 10541091) |
Notes to the Financial Statements |
for the year ended 31 March 2023 |
1. | STATUTORY INFORMATION |
Celixir Limited is a private company , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going Concern |
The financial statements are prepared on a going concern basis notwithstanding an operating loss for the year then ended of £9,116 (2022: £57,678) which the directors consider to be appropriate for the following reasons. |
The Company has been equity-funded since incorporation by its shareholders. The company and group have reduced activity significantly until further investment can be obtained when operations would be ramped up again, the company and group would be able to continue for a minimum of 12 months from the date of approval of these financial statements with the current list of shareholders continuing to invest further when required to continue operations. However it is expected that additional funding will be obtained over the next 12 months with a reverse takeover proposed which would see external investment and make the group public which would provide further access to additional investment. |
Based on this the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost less any provision for impairment. |
Celixir Limited (Registered number: 10541091) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions: |
a) they include no contractual obligations on the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and |
b) where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial asset for a fixed number of its own equity instruments. |
To the extent that this definition is not met, the financial investment is classified as a financial liability. |
Where the financial liability is in the form of the Company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares. |
Non-derivative financial instruments |
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Celixir Limited (Registered number: 10541091) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
2. | ACCOUNTING POLICIES - continued |
Share based payments |
The Company issues equity settled share options to certain employees. The Black-Scholes option model is used to estimate the fair value of each option at date of grant. The fair value is expensed on a straight line basis over the vesting period based on the Company's estimate of the shares that will eventually vest. |
Treasury shares |
Shares of the Company purchased by the Celixir Limited Employee Benefit Trust are held at cost and shown as a deduction in equity. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was NIL (2022 - NIL). |
4. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertaking |
£ |
COST |
At 1 April 2022 |
Disposals | ( |
) |
At 31 March 2023 |
PROVISIONS |
At 1 April 2022 |
and 31 March 2023 | 8,207,506 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed to group undertakings |
Other creditors |
Celixir Limited (Registered number: 10541091) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
7. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
8. | POST BALANCE SHEET EVENTS |
Ashington Innovation PLC, a Special Purpose Acquisition Company, has signed a non-binding term sheet to acquire 100% of Celixir in a reverse takeover. The acquisition, contingent on due diligence, regulatory approvals, and shareholder consent, aims to fund the deal through a £3m - £5m share placement. |
Celixir Limited (Registered number: 10541091) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
9. | SHARE-BASED PAYMENT TRANSACTIONS |
The Group has granted share options in existence at the balance sheet date as follows: |
Number | Exercise price | Dates exercisable |
376,500 | £0.33 | 21 July 2018 to 21 July 2025 |
375,624 | £3.33 | 25 April 2019 to 25 April 2026 |
30,000 | £8.33 | 26 September 2019 to 26 September 2026 |
48,000 | £8.33 | 13 October 2019 to 13 October 2026 |
3,000 | £8.33 | 1 November 2019 to 1 November 2026 |
61,189 | £11.67 | 26 February 2019 to 26 February 2029 |
43,601 | £11.67 | 14 February 2023 to 14 February 2033 |
937,914 |
Details of the share option movements in the year and share options outstanding at the year-end are as follows: |
2023 | 2022 |
Number of share options | Weighted average exercise price | Number of share options | Weighted average exercise price |
Outstanding at beginning of period | 1,065,209 | £3.77 | 1,069,295 | £3.80 |
Granted during the period | 0 | 0 |
Forfeited during the period | -127,295 | £11.58 | -4,087 | £11.67 |
Adjustments in period | 0 | 0 |
Exercised during the period | 0 | 0 |
Outstanding at the end of the period | 937,914 | £3.49 | 1,065,209 | £3.77 |
Exercisable at the end of the period | 937,914 | £3.49 | 1,029,781 | £3.49 |
2023 | 2022 |
years | years |
Weighted average remaining contractual life of options outstanding at year end | 3.3 | 4.2 |
Share-based payment reserve |
2023 | 2022 |
£ | £ |
At start of year | 1,273,957 | 1,260,120 |
Charge / credit for the year | -238,540 | 13,837 |
At end of year | 1,035,417 | 1,273,957 |