ACCOUNTS - Final Accounts
ACCOUNTS - Final Accounts
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Registered number:
FOR THE YEAR ENDED 31 MARCH 2023
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OXFORD GENE TECHNOLOGY IP LIMITED
COMPANY INFORMATION
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OXFORD GENE TECHNOLOGY IP LIMITED
CONTENTS
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OXFORD GENE TECHNOLOGY IP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023
Oxford Gene Technology IP Limited ("OGT" or "the Company") is the holding company for a group of molecular genetics companies ("the OGT Group" or "Group") operating in both the research and diagnostic markets. OGT is a wholly owned subsidiary of Sysmex Corporation ("Sysmex"), a Japanese multinational company that develops, manufactures and sells diagnostic instruments, reagents and related software.
The OGT Group develops, manufactures and markets a number of products for the molecular genetics market. The Group's main brands are: Cytocell FISH probes - Fluorescence in situ hybridisation (FISH) probes for detecting gene rearrangements related to inherited genetic disease and cancer; CytoSureTM - A broad range of microarray products for cytogenetics, rare disease, cancer and reproductive health research; and SureSeqTM - A range of next generation sequencing (NGS) panels and library preparation products for the accurate dedection of genetic variants.
During the period the Company's revenues were nil (2022: nil) due to the expiry of the last royalty agreement during 2020.
Administrative expenses increased to £1,908,091 (2022: £1,898,227). The Company did not undertake any research and development activities during the period although research and development was undertaken in the Company's subsidiaries, Oxford Gene Technology (Operations) Limited and Cytocell Limited. The Company recorded £120 of finance costs in the period (2022: £4,050). During the year, there has been a net movement of £1,908,211 on net liabilities to £5,048,656 (2022: £1,902,277).
The Company's management are focussed on achieving key performance indicators (KPIs) for the OGT Group. The main financial KPIs are based on the consolidated revenue and operating profit for the OGT Group. The Company contributions to these financial KPIs in the period were as follows:
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OXFORD GENE TECHNOLOGY IP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
The OGT Group is exposed to a variety of risks and uncertainties from its activities. Below are those principal risks and uncertainties that the Board considers could have a material impact on the operational results, financial condition and prospects of the Company.
Non-financial risks
Risks to the subsidiary businesses
The long-term prospects of the Company are linked to the prospects of its subsidiaries and their ability to fund the activities of the Company through dividends and/or management charges. The principal long-term risks and uncertainties to which the OGT Group companies are exposed are: i) competitive threats - the introduction to the market of superior or significantly cheaper products; and ii) technology risks - the introduction of a new technology that makes one of the Group's product ranges obsolete. In order to mitigate both of these risks Group companies invest significantly in the research and development of new cost-effective products utilising new technology and knowledge.
Climate Change
The impact of Climate Change is not considered to be a significant risk to the business.
Financial risks
The Company is exposed to a variety of financial risks which result from its operating and investing activities. The Board is responsible for coordinating risk management and focuses on actively securing the Company's short to medium term cash flows.
The Company does not actively engage in the trading of financial assets and financial derivatives. The most significant financial risks to which the Company is exposed are described below.
Credit risk
The Company's credit risk is primarily attributable to amounts owed by subsidiary undertakings. The directors have assessed the ability of subsidiary undertakings to repay the amounts owed in the future and provided against those amounts deemed unrecoverable.
Cash flow risk
The Company seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and properly.
The directors expect royalty income to remain at nil and administrative expenses to increase in the next financial year which, without new management recharges to subsidiary companies or dividends from subsidiary undertakings, will increase the operating loss recorded by the Company.
This report was approved by the board and signed on its behalf.
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OXFORD GENE TECHNOLOGY IP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
The directors present their report and the financial statements for the year ended 31 March 2023.
The directors who served during the year were:
The loss for the year, after taxation, amounted to £1,908,211 (2022 - loss £1,902,277).
No dividend was paid during the year (2022: £nil) and no final dividend is recommended.
On 8 August 2023, the Company entered into a lease agreement. The net present value of the lease agreeement is £1,264,613. This has resulted in an increase of the right of use asset and lease liability for £1,264,613 for the year ending 31 March 2024.
The Company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report. These indemnities also cover it's subsidiaries, Oxford Gene Technology Limited, Oxford Gene Technology (Operations) Limited, Oxford Gene Technology (Southern) Limited and Cytocell Limited.
The auditor, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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OXFORD GENE TECHNOLOGY IP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2023
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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OXFORD GENE TECHNOLOGY IP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OXFORD GENE TECHNOLOGY IP LIMITED
We have audited the financial statements of Oxford Gene Technology IP Limited (the 'Company') for the year ended 31 March 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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OXFORD GENE TECHNOLOGY IP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OXFORD GENE TECHNOLOGY IP LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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OXFORD GENE TECHNOLOGY IP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OXFORD GENE TECHNOLOGY IP LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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.
for and on behalf of
Chartered Accountants and Statutory Auditor
2 Chawley Park
Cumnor Hill
Oxfordshire
OX2 9GG
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OXFORD GENE TECHNOLOGY IP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
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OXFORD GENE TECHNOLOGY IP LIMITED
REGISTERED NUMBER: 03845467
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 23 form part of these financial statements.
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OXFORD GENE TECHNOLOGY IP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Oxford Gene Technology IP Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is shown in the Company Information page.
The nature of the Company's operations and its principal activities are set out in the strategic report on page 1. The financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
This information is included in the consolidated financial statements of Sysmex Corporation as at 31 March 2023 and these financial statements may be obtained from www.sysmex.co.jp/en/.
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2.Accounting policies (continued)
The Company has received a letter of support from the ultimate controlling party, Sysmex Corporation, to provide any necessary support to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date on which the financial statements are approved. Having considered the financial position of Sysmex Corporation, the directors are satisfied that it has sufficient resources to provide financial support should it be required.
In light of the support that the Company has from its ultimate controlling party, the directors believe the Company will have sufficient funds for the foreseeable future and as such these financial statements have been prepared on a going concern basis.
Functional and presentation currency
Transactions and balances
The Company as lessee
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2.Accounting policies (continued)
the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise: Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. The Company did not make any such adjustments during the periods presented.
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Debt instruments at amortised cost
Impairment of financial assets
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2.Accounting policies (continued)
Financial liabilities
At amortised cost
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2.Accounting policies (continued)
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying the Company's accounting policies Investments in subsidiary undertakings Investments in subsidiary undertakings are initially recorded at cost, and are reviewed annually for indicators of impairment. Should any indicators be present, the directors would then be required to undertake a full impairment test. The directors have assessed the performance of the investees and have not identified any impairment. Recoverability of amounts owed by group undertakings Management make estimates when considering the recoverability of amounts owed by group undertakings and whether any provision is required based on expected monies to be received. The directors have assessed the position of each amounts owed by group undertakings and have not identified any impairment.
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Deferred tax is provided at 25%, the corporation tax rate that is expected to apply from 1 April 2023.
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Defined contribution schemes
The Company operates defined contribution retirement benefit schemes for all qualifying employees. The assets of the schemes are held separately from those of the Company in funds under the control of trustees. The total cost charged to the profit and loss account of £79,224 (2022: £57,122) represents contributions payable to these schemes by the Company at rates specified in the rules of the plan. No contributions were outstanding or prepaid at 31 March 2023 or 31 March 2022.
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OXFORD GENE TECHNOLOGY IP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
In the opinion of the directors, the Company's immediate and ultimate parent Company and ultimate controlling party is
The parent undertaking of the largest and smallest group, which includes the Company and for which group accounts are prepared, is
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