Barwell Plc - Limited company accounts 23.2

IRIS Accounts Production v23.4.0.336 SC142927 Board of Directors 30.9.23 1.10.22 30.9.23 30.9.23 true true true false true false false false false false false false true false Ordinary shares 0 5% non-cumulative redeemable preference shares 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWhSC1429272022-09-30SC1429272023-09-30SC1429272022-10-012023-09-30SC1429272021-09-30SC1429272021-10-012022-09-30SC1429272022-09-30SC142927ns15:Scotland2022-10-012023-09-30SC142927ns14:PoundSterling2022-10-012023-09-30SC142927ns10:Director12022-10-012023-09-30SC142927ns10:Consolidated2023-09-30SC142927ns10:ConsolidatedGroupCompanyAccounts2022-10-012023-09-30SC142927ns10:PublicLimitedCompanyPLC2022-10-012023-09-30SC142927ns10:Consolidatedns10:FRS1022022-10-012023-09-30SC142927ns10:Consolidatedns10:Audited2022-10-012023-09-30SC142927ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-10-012023-09-30SC142927ns10:LargeMedium-sizedCompaniesRegimeForAccounts2022-10-012023-09-30SC142927ns10:Consolidatedns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-10-012023-09-30SC142927ns10:LargeMedium-sizedCompaniesRegimeForAccountsns10:Consolidated2022-10-012023-09-30SC142927ns10:FullAccounts2022-10-012023-09-30SC142927ns5:Subsidiary12022-10-012023-09-30SC142927ns5:Subsidiary22022-10-012023-09-30SC142927ns5:Subsidiary32022-10-012023-09-30SC14292712022-10-012023-09-30SC142927ns10:OrdinaryShareClass12022-10-012023-09-30SC142927ns10:OrdinaryShareClass22022-10-012023-09-30SC142927ns10:Consolidated2022-10-012023-09-30SC142927ns10:Director22022-10-012023-09-30SC142927ns10:Director32022-10-012023-09-30SC142927ns10:CompanySecretary12022-10-012023-09-30SC142927ns10:RegisteredOffice2022-10-012023-09-30SC142927ns10:Director42022-10-012023-09-30SC142927ns10:Consolidated2021-10-012022-09-30SC142927ns5:CurrentFinancialInstruments2023-09-30SC142927ns5:CurrentFinancialInstruments2022-09-30SC142927ns5:ShareCapital2023-09-30SC142927ns5:ShareCapital2022-09-30SC142927ns5:FurtherSpecificReserve3ComponentTotalEquity2023-09-30SC142927ns5:FurtherSpecificReserve3ComponentTotalEquity2022-09-30SC142927ns5:RetainedEarningsAccumulatedLosses2023-09-30SC142927ns5:RetainedEarningsAccumulatedLosses2022-09-30SC142927ns5:ShareCapital2021-09-30SC142927ns5:RetainedEarningsAccumulatedLosses2021-09-30SC142927ns5:FurtherSpecificReserve3ComponentTotalEquity2021-09-30SC142927ns5:RetainedEarningsAccumulatedLosses2021-10-012022-09-30SC142927ns5:FurtherSpecificReserve3ComponentTotalEquity2021-10-012022-09-30SC142927ns5:RetainedEarningsAccumulatedLosses2022-10-012023-09-30SC142927ns5:FurtherSpecificReserve3ComponentTotalEquity2022-10-012023-09-30SC142927ns5:IntangibleAssetsOtherThanGoodwill2022-10-012023-09-30SC142927ns5:CostValuation2022-09-30SC142927ns5:UnlistedNon-exchangeTradedns5:CostValuation2022-09-30SC142927ns5:AdditionsToInvestments2023-09-30SC142927ns5:UnlistedNon-exchangeTradedns5:AdditionsToInvestments2023-09-30SC142927ns5:DisposalsRepaymentsInvestments2023-09-30SC142927ns5:DisposalsRepaymentsInvestmentsns5:UnlistedNon-exchangeTraded2023-09-30SC142927ns5:RevaluationsIncreaseDecreaseInInvestments2023-09-30SC142927ns5:UnlistedNon-exchangeTradedns5:RevaluationsIncreaseDecreaseInInvestments2023-09-30SC142927ns5:CostValuation2023-09-30SC142927ns5:UnlistedNon-exchangeTradedns5:CostValuation2023-09-30SC142927ns5:UnlistedNon-exchangeTraded2023-09-30SC142927ns5:UnlistedNon-exchangeTraded2022-09-30SC142927ns5:Subsidiary112022-10-012023-09-30SC1429273ns5:Subsidiary22022-10-012023-09-30SC142927ns5:Subsidiary352022-10-012023-09-30SC142927ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-09-30SC142927ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-09-30SC142927ns5:WithinOneYear2023-09-30SC142927ns5:WithinOneYear2022-09-30SC142927ns5:BetweenOneFiveYears2023-09-30SC142927ns5:BetweenOneFiveYears2022-09-30SC142927ns5:AllPeriods2023-09-30SC142927ns5:AllPeriods2022-09-30SC142927ns10:OrdinaryShareClass12023-09-30SC142927ns10:OrdinaryShareClass22023-09-30SC142927ns5:RetainedEarningsAccumulatedLosses2022-09-30SC142927ns5:FurtherSpecificReserve3ComponentTotalEquity2022-09-30

REGISTERED NUMBER: SC142927 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements For The Year Ended 30 September 2023

for

Barwell Plc

Page

Company Information

Group Strategic Report

Report of the Directors

Report of the Independent Auditors

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Company Statement of Financial Position

Consolidated Statement of Changes in Equity

Company Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

DIRECTORS:

P Bishop

J G Carney

A C G Mackie

SECRETARY:

Barwell Consulting Limited

REGISTERED OFFICE:

97 West Regent Street

Glasgow

G2 2BA

REGISTERED NUMBER:

SC142927 (Scotland)

INDEPENDENT AUDITORS:

Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

SOLICITORS:

Morton Fraser MacRoberts

Capella

60 York Street

Glasgow

G2 8JX

INTRODUCTION

The Group is focused on four key trading sectors; life sciences; software and IT; manufacture and design; and

clean technology. The principal activity of the Company is to hold stakes in unquoted companies trading in these

sectors, and taking an active and close involvement in the running of these companies through its subsidiary,

Barwell Consulting Limited.

REVIEW OF BUSINESS

During the course of the year under review, Barwell's principal shareholder and long standing supporter, the Viscount Gough, sadly passed away.

As a consequence, there have been no new investments made during the second half of the year.

Management has continued to be closely involved with some of the key investment portfolio companies and believe this has generally helped to improve trading performance in those companies.

The focus on achieving exits and helping those companies, in which Barwell has a stake, realise their full potential remains paramount.

Barwell Plc has historically been supported by its majority shareholder, Viscount Gough, following his passing, the executors of the estate of the late Viscount have been unable to confirm the continued financial support of Barwell Plc. As such, there is a material uncertainty relating to going concern which is described in greater detail in Note 2.

PRINCIPAL RISKS AND UNCERTAINTIES

There are significant financial and management risks associated with the Company’s support of early stage high

technology companies. In the current market conditions, the timing of exits remains uncertain; however, the slowly increasing maturity of the portfolio companies suggests that meaningful exits are now much closer than previously and in some cases intermediaries have been engaged to help facilitate exits.

FINANCIAL KEY PERFORMANCE INDICATORS

The key financial performance indicators are the review of the carrying value of the investments in early stage high technology companies and the associated assessment of the potential returns as well as the continued monitoring of overhead costs.

ON BEHALF OF THE BOARD:

A C G Mackie - Director

28 March 2024

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2023.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review is to hold investments in unlisted companies.

DIVIDENDS

No dividends will be distributed for the year ended 30 September 2023.

FUTURE DEVELOPMENTS

The Directors intent to capitalise on the strong positioning of the Group's portfolio in life sciences and some other fields. The combination of Barwell's investment and its non-executive Director input, including roles as Finance Director in some instances, is being increased on a targeted basis as it becomes clearer which companies most justify the added effort.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 October 2022 to the date of this report.

P Bishop

J G Carney

A C G Mackie

Other changes in directors holding office are as follows:

The Viscount Gough - resigned 14 April 2023

MATTERS COVERED IN THE GROUP STRATEGIC REPORT

As permitted by Paragraph 1A of Schedule 7 to the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008, certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Group Strategic Report on page 1. These matters include a fair review of the Group's business, a description of the Group's principal risks and uncertainties.

DISCLOSURE OF INFORMATION TO AUDITOR

Each of the persons who are Directors at the time when this Director's Report is approved has confirmed that:

so far as the Directors are aware, there is no relevant audit information of which the Company and the Group's
auditor is unaware, and

the Directors have taken all the steps that ought to have been taken as a Director in order to be aware of any
relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Robb Ferguson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A C G Mackie - Director

28 March 2024

Opinion

We have audited the financial statements of Barwell Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2023 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to Note 2 in the financial statements, which indicates that there is a material uncertainty relating to going concern. Barwell Plc reports net liabilities of £3,834,036 at its year end date. Barwell Plc's principal creditor is the late Viscount Gough who was a director and shareholder of Barwell Plc. Historically Viscount Gough confirmed his continuing support of Barwell Plc by indicating he would be both supportive with day to day cash flow and additionally would not call up his substantial loan. As this support cannot be obtained due to the late Viscount Gough's death, as stated in Note 2 of these financial statements, these events, along with the other matters outlined in this note, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the company and the group through discussions with directors and other management, and from our wider knowledge and experience;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company and the group, including the Companies Act 2006 and FRS 102

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of

management and inspecting legal correspondence; and

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to

instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's and group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations

Audit response to risks identified

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions;

- Assessed whether judgements and assumptions made in determining the accounting estimates set out were indicative of potential bias; and

- Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- Agreeing financial statement disclosures to underlying supporting documentation;

- Enquiring of management as to actual and potential litigation and claims; and

- Requesting correspondence with HMRC, Companies House and the group's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry

of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Graham Cantlay CA (Senior Statutory Auditor)

for and on behalf of Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

28 March 2024

TURNOVER

73,660

72,985

Administrative expenses

494,135

467,968

OPERATING LOSS

(420,475

)

(394,983

)

Interest receivable and similar income

13,446

(407,029

)

(394,979

)

Fair value movement on investments

(1,172,277

)

(353,035

)

LOSS BEFORE TAXATION

(1,579,306

)

(748,014

)

Tax on loss

(30,101

)

(57,955

)

LOSS FOR THE FINANCIAL YEAR

(1,549,205

)

(690,059

)

OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE LOSS FOR
THE YEAR

(1,549,205

)

(690,059

)

Loss attributable to:

Owners of the parent

(1,499,636

)

(635,794

)

Non-controlling interests

(49,569

)

(54,265

)

(1,549,205

)

(690,059

)

Total comprehensive loss attributable to:

Owners of the parent

(1,499,636

)

(635,794

)

Non-controlling interests

(49,569

)

(54,265

)

(1,549,205

)

(690,059

)

FIXED ASSETS

Intangible assets

205,910

175,724

Tangible assets

4,325

7,633

Investments

Interest in associate

3,395,155

Other investments

4,746,082

5,748,980

8,351,472

9,327,492

CURRENT ASSETS

Stocks

10,500

Debtors

463,543

655,744

Cash at bank and in hand

50,790

83,076

524,833

749,320

CREDITORS

Amounts falling due within one year

12,707,169

12,358,471

NET CURRENT LIABILITIES

(12,182,336

)

(11,609,151

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(3,830,864

)

(2,281,659

)

CAPITAL AND RESERVES

Called up share capital

5,895,724

Fair value reserve

808,279

1,980,556

Retained earnings

(10,380,036

)

(10,052,677

)

SHAREHOLDERS' FUNDS

(3,676,033

)

(2,176,397

)

NON-CONTROLLING INTERESTS

(154,831

)

(105,262

)

TOTAL EQUITY

(3,830,864

)

(2,281,659

)

The financial statements were approved by the Board of Directors and authorised for issue on 28 March 2024 and were signed on its behalf by:

A C G Mackie - Director

FIXED ASSETS

Intangible assets

Tangible assets

Investments

8,079,267

9,082,165

8,079,267

9,082,165

CURRENT ASSETS

Stocks

5,000

Debtors

592,839

828,439

Cash at bank

7,748

16,639

605,587

850,078

CREDITORS

Amounts falling due within one year

12,581,273

12,212,530

NET CURRENT LIABILITIES

(11,975,686

)

(11,362,452

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(3,896,419

)

(2,280,287

)

CAPITAL AND RESERVES

Called up share capital

5,895,724

Fair value reserve

906,072

2,078,349

Retained earnings

(10,698,215

)

(10,254,360

)

SHAREHOLDERS' FUNDS

(3,896,419

)

(2,280,287

)

Company's loss for the financial year

(1,616,132

)

(740,291

)

The financial statements were approved by the Board of Directors and authorised for issue on 28 March 2024 and were signed on its behalf by:

A C G Mackie - Director

Called up

Fair

Retained

value

capital

earnings

reserve

Balance at 1 October 2021

5,895,724

(9,769,918

)

2,333,591

Changes in equity

Transfer of fair value movements

353,035

(353,035

)

Total comprehensive loss

(635,794

)

Balance at 30 September 2022

5,895,724

(10,052,677

)

1,980,556

Changes in equity

Transfer of fair value movements

1,172,277

(1,172,277

)

Total comprehensive loss

(1,499,636

)

Balance at 30 September 2023

5,895,724

(10,380,036

)

808,279

Non-controlling

Total

interests

equity

Balance at 1 October 2021

(1,540,603

)

(50,997

)

(1,591,600

)

Changes in equity

Total comprehensive loss

(635,794

)

(54,265

)

(690,059

)

Balance at 30 September 2022

(2,176,397

)

(105,262

)

(2,281,659

)

Changes in equity

Total comprehensive loss

(1,499,636

)

(49,569

)

(1,549,205

)

Balance at 30 September 2023

(3,676,033

)

(154,831

)

(3,830,864

)

Called up

Fair

Retained

value

Total

capital

earnings

reserve

equity

Balance at 1 October 2021

5,895,724

(9,867,104

)

2,431,384

(1,539,996

)

Changes in equity

Transfer of fair value movements

353,035

(353,035

)

Total comprehensive income

(740,291

)

(740,291

)

Balance at 30 September 2022

5,895,724

(10,254,360

)

2,078,349

(2,280,287

)

Changes in equity

Transfer of fair value movements

1,172,277

(1,172,277

)

Total comprehensive income

(1,616,132

)

(1,616,132

)

Balance at 30 September 2023

5,895,724

(10,698,215

)

906,072

(3,896,419

)

Cash flows from operating activities

Cash generated from operations

(453,589

)

(616,102

)

Tax paid

83,557

Net cash from operating activities

(370,032

)

(616,102

)

Cash flows from investing activities

Purchase of intangible fixed assets

(30,186

)

(31,482

)

Sale of tangible fixed assets

1,808

Purchase of unlisted investments

(28,514

)

(74,072

)

Loan provided to participating interests

(1,285

)

Interest received

13,446

Net cash from investing activities

(45,254

)

(105,027

)

Cash flows from financing activities

New loans in year

383,000

670,000

Net cash from financing activities

383,000

670,000

Decrease in cash and cash equivalents

(32,286

)

(51,129

)

Cash and cash equivalents at beginning of
year

83,076

134,205

Cash and cash equivalents at end of year

50,790

83,076

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2023

2022

Loss before taxation

(1,579,306

)

(748,014

)

Depreciation charges

3,308

1,500

Loss on revaluation of fixed assets

1,172,277

353,035

Impairment of fixed assets

16,977

Finance income

(13,446

)

(417,167

)

(376,506

)

Increase in trade and other debtors

(2,120

)

(220,595

)

Decrease in trade and other creditors

(34,302

)

(19,001

)

Cash generated from operations

(453,589

)

(616,102

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 September 2023

30.9.23

1.10.22

Cash and cash equivalents

50,790

83,076

Year ended 30 September 2022

30.9.22

1.10.21

Cash and cash equivalents

83,076

134,205

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.10.22

Cash flow

At 30.9.23

Net cash

Cash at bank and in hand

83,076

(32,286

)

50,790

83,076

(32,286

)

50,790

Debt

Debts falling due within 1 year

(12,222,973

)

(383,000

)

(12,605,973

)

(12,222,973

)

(383,000

)

(12,605,973

)

Total

(12,139,897

)

(415,286

)

(12,555,183

)

1.	STATUTORY INFORMATION

Barwell Plc is a private company , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared under the historical cost convention with the exception of investments which are held at fair value and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of the financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

Material uncertainty relating to going concern

At the reporting date, the Group's current liabilities exceed current assets by £12,185,508 (2022 - £11,547,061).

Barwell Plc has historically been supported by its majority shareholder, Viscount Gough. Sadly, during the year, Viscount Gough died and as such, the directors of Barwell Plc are unable to obtain a letter of support confirming ongoing support for a period of 12 months from the date of signing the accounts from the late Viscount Gough, which had historically been the position. Historically, the letter of support obtained provided Barwell Plc with comfort on ongoing day to day working capital and also comfort that its debt due to Viscount Gough would not be called up within 12 months of signing the accounts. As a result of Viscount Gough's death, at the date of signing the accounts, the directors have been unable to obtain a letter of support detailing ongoing cash flow support and confirmation that the loan advanced to Barwell Plc by Viscount Gough would not be called up.

The directors have also been unable to obtain same from the executors of the estate of the late Viscount Gough. However, equally, there has been dialogue with the executors of the estate of the late Viscount Gough and there would appear to be no intention to call up the loan advanced to Barwell Plc by the late Viscount Gough in the short term.

In view of the foregoing, in order to ensure sufficient day to day working capital, the directors have also remained financially supportive of Barwell Plc through providing loans and deferring payments of Salaries and Fees. Additionally, the directors of Barwell Plc have taken the decision since the year end to dispose of some of Barwell Plc's investments in order to further support Barwell Plc's working capital.

Although the directors are confident that Barwell Plc will have sufficient working capital in order to meet its day to day working capital obligations, given the absence of the letter of support historically obtained, the directors acknowledge that there is a material uncertainty relating to the going concern presumption in Barwell Plc and its subsidiaries given the size of the loan due to the estate of the late Viscount Gough by Barwell Plc.

Basis of consolidation

The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated Statement of FInancial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their far values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Revenue

Revenue relates to the provision of management support services. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measures as the fair value of the consideration recieved or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible fixed assets are initially recognised at cost. After recognition, under the cost model, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible fixed assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

Patents - 5 %

No amortisation is charged until there is an operational patent in place.

Development costs

Development costs are capitalised within intangible fixed assets where they can be identified with a specific product or project anticipated to produce future benefits, and are amortised on the straight line basis over the anticipated life of the benefits arising from the completed product or project.

Deferred research and development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance of any related research and development is written off to the Consolidated Statement of Comprehensive Income.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Plant & machinery - 12.5% - 20%

Office equipment - 20%

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 the Consolidated Statement of Comprehensive Income.

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to the Consolidated Statement of Comprehensive Income at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

Investments in associates

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted shares are measured to fair value at each reporting date. The Directors determine fair value by reference to the companies latest share subscription price and other currently available market information. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period.

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Company or Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in and it has the power to participate in the operating and financial policy decisions.

In the consolidated financial statements, interests in associated undertakings are accounted for using the fair value method of accounting. Under this method, at each reporting date the investments in associated undertakings are remeasured to fair value with the movement recognised in the Statement of Comprehensive Income.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.

Financial instruments

The Company and Group only enter into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third.parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount.of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted ot substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

- Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible fixed assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Retirement benefits

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated Statement of Financial Position when they fall due. Amounts not paid are shown in accruals as a liability in the Consolidated Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company or Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Consolidated Statement of Comprehensive Income in the year that the Company or Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Consolidated Statement of Financial Position.

Interest income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Borrowing costs

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amount of the assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods

The key assumptions concerning the future and other key sources of estimation and uncertainty at the reporting date, that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial period, are discussed below:

Carrying value of investments

The Company and Group hold investments as part of an investment portfolio and have chosen to carry investments at fair value. The fair value of investments is determined at each reporting date by reference to the most recent share price transaction. Any movement in the fair value of an investment is reflected in the Consolidated Statement of Comprehensive Income. At each reporting date, the Directors assess the carrying value of the investment portfolio for impairment based on their ongoing involvement in the investee companies. Any indicator of impairment is reflected in the Consolidated Statement of Comprehensive Income.

4.	EMPLOYEES AND DIRECTORS

2023

2022

Wages and salaries

242,657

239,179

Social security costs

20,162

12,201

Other pension costs

9,310

8,786

272,129

260,166

The average number of employees during the year was as follows:

2023

2022

Management

Administration

The average number of employees by undertakings that were proportionately consolidated during the year was 8 (2022 - 9 ) .

2023

2022

Directors' remuneration

151,006

147,340

Directors' pension contributions to money purchase schemes

7,383

6,768

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

The Director is considered to be the only key management personnel of the Company.

5.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2023

2022

Depreciation - owned assets

3,308

1,332

Profit on disposal of fixed assets

(7,425

)

Auditors' remuneration

18,000

25,800

Research and development costs

143,505

158,377

Other operating lease rentals

11,357

18,890

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2023

2022

Current tax:

UK corporation tax

(30,101

)

(40,540

)

Deferred tax

(17,415

)

Tax on loss

(30,101

)

(57,955

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023

2022

Loss before tax

(1,579,306

)

(748,014

)

Loss multiplied by the standard rate of corporation tax in the UK of 22 %
(2022 - 19 %)

(347,447

)

(142,123

)

Effects of:

Expenses not deductible for tax purposes

89,882

Capital allowances in excess of depreciation

(4,162

)

Depreciation in excess of capital allowances

729

Adjustments to tax charge in respect of previous periods

7,246

542

Deferred tax

15,615

R&D loss relief

29,421

53,928

R&D credit

(37,346

)

(41,156

)

Additional deduction for R&D

(30,481

)

Tax losses carried forward

317,296

Total tax credit

(30,101

)

(57,955

)

7.	INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

8.	INTANGIBLE FIXED ASSETS

Group

Patents

and

licences

COST

At 1 October 2022

175,724

Additions

30,186

At 30 September 2023

205,910

NET BOOK VALUE

At 30 September 2023

205,910

At 30 September 2022

175,724

9.	TANGIBLE FIXED ASSETS

Group

Fixed

Fixtures

plant and

and

equipment

fittings

Totals

COST

At 1 October 2022

75,784

870

76,654

Disposals

(56,301

)

(56,301

)

At 30 September 2023

19,483

870

20,353

DEPRECIATION

At 1 October 2022

68,783

238

69,021

Charge for year

3,140

168

3,308

Eliminated on disposal

(56,301

)

(56,301

)

At 30 September 2023

15,622

406

16,028

NET BOOK VALUE

At 30 September 2023

3,861

464

4,325

At 30 September 2022

7,001

632

7,633

10.	FIXED ASSET INVESTMENTS

Group

Interest

Unlisted

associate

investments

Totals

COST OR VALUATION

At 1 October 2022

3,597,655

11,676,080

15,273,735

Additions

169,379

Disposals

(202,500

)

(6,309,791

)

(6,512,291

)

Revaluations

(78,438

)

(78,438

)

Revaluations

126,390

At 30 September 2023

3,395,155

5,583,620

8,978,775

PROVISIONS

At 1 October 2022

202,500

5,927,100

6,129,600

Provision for year

1,220,229

Eliminated on disposal

(202,500

)

(6,309,791

)

(6,512,291

)

At 30 September 2023

837,538

NET BOOK VALUE

At 30 September 2023

3,395,155

4,746,082

8,141,237

At 30 September 2022

3,395,155

5,748,980

9,144,135

Company

Shares in

Interest

group

Unlisted

undertakings

associate

investments

Totals

COST OR VALUATION

At 1 October 2022

200,121

3,597,655

11,613,990

15,411,766

Additions

169,379

Disposals

(202,500

)

(6,309,791

)

(6,512,291

)

Revaluations

47,952

At 30 September 2023

200,121

3,395,155

5,521,530

9,116,806

PROVISIONS

At 1 October 2022

200,001

202,500

5,927,100

6,329,601

Provision for year

1,220,229

Eliminated on disposal

(202,500

)

(6,309,791

)

(6,512,291

)

At 30 September 2023

200,001

837,538

1,037,539

NET BOOK VALUE

At 30 September 2023

120

3,395,155

4,683,992

8,079,267

At 30 September 2022

120

3,395,155

5,686,890

9,082,165

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Barwell Consulting Limited

Registered office: 97 West Regent Street, Glasgow, G2 2BA

Nature of business: Provision of consultancy services

Class of shares:

holding

Ordinary

97.00

GM Innovations Limited

Registered office: 97 West Regent Street, Glasgow, G2 2BA

Nature of business: Development of fluid separation technology

Class of shares:

holding

Ordinary

69.77

Hydro Innovations Limited

Registered office: 97 West Regent Street, Glasgow, G2 2BA

Nature of business: Engineering design activities

Class of shares:

holding

Ordinary

60.00

Associated company

Nexabiome Limited

Registered office: West of Scotland Science Park, Block 2, 2317 Maryhill Road, Glasgow G20 0SP.

Nature of business: Development and commercialisation of I.P relating to bacteriophage.

Class of shares:

holding

Ordinary A

26.01

11.

STOCKS

Group

Company

2023

2022

2023

2022

Stocks

10,500

5,000

12.

DEBTORS

Group

Company

2023

2022

2023

2022

Amounts falling due within one year:

Trade debtors

11,880

Amounts owed by group undertakings

182,917

324,623

Amounts owed by participating interests

341,396

475,517

337,054

435,509

Other debtors

17,986

37,221

13,694

14,896

Deferred tax

32,479

32,478

32,479

32,478

Tax

39,398

92,854

2,405

VAT

6,435

6,020

21,715

15,869

Prepayments and accrued income

7,719

5,400

2,575

2,659

457,293

649,494

592,839

828,439

Amounts falling due after more than one year:

No description

6,250

Aggregate amounts

463,543

655,744

592,839

828,439

Other debtors includes an employee loan of £3,500 (2022 - £4,700). The terms of the loans state that the monthly instalments will be repaid each month and the loans are interest free.

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2023

2022

2023

2022

Other loans (see note 14)

12,605,973

12,222,973

12,555,973

12,172,973

Trade creditors

29,901

56,263

299

Amounts owed to group undertakings

10,105

17,050

Social security and other taxes

5,520

20,338

Other creditors

400

Accruals and deferred income

65,375

58,497

15,195

22,208

12,707,169

12,358,471

12,581,273

12,212,530

Other loans relate to shareholder loans from the executors of the estate of the late Viscount Gough - £12,403,973 (2022 - £12,122,973) and A C G Mackie - £152,000 (2022 - £100,000) which have no fixed terms of repayment and are not interest bearing. Repayment of the recent advances from A C G Mackie subsequent to 14th April 2023 totalling £52,000 is to be prioritised.

14.

LOANS

An analysis of the maturity of loans is given below:

Group

Company

2023

2022

2023

2022

Amounts falling due within one year or on

demand:

Other loans

12,605,973

12,222,973

12,555,973

12,172,973

15.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable operating

leases

2023

2022

Within one year

16,391

17,830

Between one and five years

12,293

30,494

28,684

48,324

Company

Non-cancellable operating

leases

2023

2022

Within one year

1,393

2,832

Between one and five years

1,045

4,248

2,438

7,080

16.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2023

2022

value:

96,504

Ordinary shares

£1

96,504

5,799,220

5% non-cumulative redeemable

preference shares

£1

5,799,220

5,895,724

Non-cumulative redeemable preference shares:

As regards income: Subject to the prior written approval of the Board of Directors and sufficient profits being available for distribution, the preference shares shall confer on the holders of the Preference Shares the right to receive a net fixed non cumulative 5% dividend.

As regards capital: On a return of assets on winding up or otherwise, the surplus assets of the Company remaining, after payment of its liabilities, shall be applied in repaying to the holders of the preference shares in priority to all other classes of shares in the Company.

As regards redemption:

1) All of the preference shares shall be redeemed by the Company serving written notice of redemption upon the holders thereof;

2) There will be paid on each of the Preference Shares redeemed the sum of £1 per share together with a sum equal to all outstanding accruals of the preference dividend declared by the Board of Directors.

17.

RESERVES

Group

Fair

Retained

value

earnings

reserve

Totals

At 1 October 2022

(10,052,677

)

1,980,556

(8,072,121

)

Deficit for the year

(1,499,636

)

(1,499,636

)

Transfer of fair value movements

1,172,277

(1,172,277

)

At 30 September 2023

(10,380,036

)

808,279

(9,571,757

)

Company

Fair

Retained

value

earnings

reserve

Totals

At 1 October 2022

(10,254,360

)

2,078,349

(8,176,011

)

Deficit for the year

(1,616,132

)

(1,616,132

)

Transfer of fair value movements

1,172,277

(1,172,277

)

At 30 September 2023

(10,698,215

)

906,072

(9,792,143

)

Profit and loss account

Profit and loss includes all current and prior period retained profits and losses, less any dividends.

Fair value reserve

The fair value reserve represents all current and prior fair value adjustments. This reserve is non-distributable.

18.	RELATED PARTY DISCLOSURES

During the year the Company made purchases of £49,800 (202 - £49,800) from Barwell Consulting Limited which were removed upon consolidation.

At the reporting date, the following amounts were due (to)/from related parties who are related by a common director:

2023

2022

Skoogmusic Limited

91,760

Bluebox Systems Group Limited

1,372

128,991

19.	ULTIMATE CONTROLLING PARTY

At 30 September 2023, the ultimate controlling party of Barwell Plc are the executors of the estate of the late Viscount Gough.