REG - BSF Enterprise PLC - Annual Financial Report
31/01/2025 12:45
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RNS Number : 4998V BSF Enterprise PLC 31 January 2025
31 January 2025
BSF Enterprise PLC
("BSF" or the "Company")
Full Year Financial Results 2024
BSF Enterprise PLC ("BSF" or the "Company"), a leading innovator in
tissue-engineered advanced materials, is pleased to announce its audited
results of the Group for the year ended 30 September 2024.
Financial and Group Highlights
· The year has been one of significant transformation, driven by
operational achievements, strategic fundraising, and progress across our core
subsidiaries.
· With a clear strategy, we are well-positioned to execute our goals in
2025. Our focus will be on commercialization, partnerships, and sustainability
to drive our long-term value creation strategy.
· We have made substantial progress across our subsidiaries - advancing
our mission to commercialize sustainable, tissue-engineered products.
· Cash balance of £667,000 as at the date of this announcement.
Portfolio Highlights
· 3DBT: We launched CytoBoost™, a bioactive media additive targeting
the biopharma downstream process, alongside the commercial expansion of
City-Mix™ to support cost-effective production of cultivated meat.
· Lab-Grown Leather: Our development of the world's first 2mm-thick
scaffold-free leather marked a major technical breakthrough. Collaborations
with luxury fashion brands are underway, and we are in the planning stages for
a pilot production plant to scale commercial production.
· Kerato: We are securing a key licensing agreement with the University
of Montreal for liquid cornea technology, a major step towards in-situ corneal
repair. Veterinary clinical trials in 2025 and the planning of human clinical
trials in 2026/27 are on the roadmap.
· BSF Enterprise (Hong Kong): We expanded our reach in Greater China,
laying the foundation for local production of cultivated meat. Our efforts
will increase BSF's access to the rapidly growing demand for sustainable
protein in Asia.
Post Period End Highlights
· Raised £500,000 in an oversubscribed placement of new shares in
December 2024. The funds will support:
- progress towards the commercialisation of CytoBoost™ (3DBT)
- developing plans for a Pilot production of lab-grown leather (LGL)
- veterinary trials and clinical preparation (Kerato)
- market expansion in Greater China (BSF Hong Kong)
· Signed a Strategic Collaboration with Sartorius to Drive
Cost-Effective and Sustainable Biotech Solutions
For further enquiries, please visit www.bsfenterprise.com
(http://www.bsfenterprise.com/) or contact:
BSF Enterprise PLC
Geoff Baker - Executive Director
Che Connon - CEO & Director
Shard Capital (Broker)
Damon Heath 0207 186 9000
Isabella Pierre 0207 186 9927
About BSF
BSF Enterprise PLC (BSF) is the parent to a portfolio of innovative subsidiary
companies focused on developing and commercialising cell-based tissue
engineering solutions to deliver sustainable outcomes across a variety of
sectors. Its portfolio of subsidiaries is as follows:
3DBT A pioneering UK-based tissue engineering company that has developed
scaffold-free tissue production processes as well as leading on the commercial
use of macromolecular crowders to transform cell culture.
Lab-Grown Leather Ltd A company focused on the customer driven development of
cultivated skin technology to produce sustainable leather.
Kerato Ltd A tissue engineering company with patent-protected IP that is
focussing on commercialising technologies for corneal repair with veterinary
trials starting 2025 .
BSF Enterprise (Hong Kong) Limited A company established to actively support
commercialisation of BSF's technology in China and Asia.
Cultured Meat Technologies (CMT) A 100% owned company, using technology
developed within 3DBT, successfully produced the UK's first high-quality
cultivated meat. Currently focused on providing the market with the premier
platform for manufacturing cultivated meat in a scalable and cost-competitive
manner.
BSF's core strategy is to acquire, invest in, or develop joint ventures with,
the most promising companies from across the industry. In doing so BSF intends
to create an environment in which its portfolio of companies can flourish and
collaborate, thereby accelerating their progress, potential and time to
market.
Registered number: 11554014
BSF Enterprise Plc
Annual Report and Consolidated Financial Statements
for the year ended 30 September 2024
Company Information
Directors Min Yang
(Non-Executive Chairman)
Geoffrey Baker
(Executive Director)
Dennis Kian Jing Ow
(Non-Executive Director)
Dr Che Connon
(Chief Executive Officer)
Company Secretary Geoffrey Baker
Registered Office 2 Portman Street,
London,
W1H 6DU
Registered Number 11554014
Auditors PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London, E14 4HD
Legal Advisers Reynolds Porter Chamberlain LLP
Tower Bridge House
St Katharine's Way
London
E1W 1AA
Principal Bankers Bank of China (UK) Limited
1 Lothbury
London, EC2R 7DB
Registrars Share Registrars Limited
The Courtyard, 17 West Street
Farnham,
Surrey, GU9 7DR
Contents
Page
Chairman's 4
statement
Chief Executive's Report 6
Strategic Report 9
Directors' Report 16
Directors' remuneration Report 31
Directors' responsibilities 35
Independent auditor's Report 37
Consolidated statement of comprehensive income 44
Consolidated statement of financial position 45
Consolidated statement of changes in equity 46
Consolidated statement of cash flows 47
Notes to the consolidated financial statements 48
Company statement of financial position 76
Company statement of changes in equity 77
Notes to the Company financial statements 78
Chairman's Statement
On behalf of the Board, I present the annual report and financial statements
of BSF Enterprise Plc for the year ended 30 September 2024. This year has been
one of significant transformation, driven by operational achievements,
strategic fundraising, and progress across our core subsidiaries.
1. Strategic Achievements and Key Milestones
This year, we made substantial progress across our subsidiaries - 3D
Bio-Tissues Limited (3DBT), Lab-Grown Leather Limited (LGL), Kerato Limited
(Kerato) , and BSF Enterprise (Hong Kong) Limited (BSF HK) - advancing our
mission to commercialize sustainable, tissue-engineered products.
· 3DBT: We launched CytoBoost™, a bioactive media additive targeting
the biopharma downstream process, alongside the commercial expansion of
City-Mix™ to support cost-effective production of cultivated meat.
· LGL: Our development of the world's first 2mm-thick scaffold-free
leather marked a major technical breakthrough. Collaborations with luxury
fashion brands are underway, and we are in the planning stages for a pilot
production plant to scale commercial production.
· Kerato: We are securing a key licensing agreement with the University
of Montreal for liquid cornea technology, a major step towards in-situ corneal
repair. Veterinary clinical trials in 2025 and human clinical trials in 2026
are on the roadmap.
· BSF Enterprise (Hong Kong): We expanded our reach in Greater China,
laying the foundation for local production of cultivated meat. Our efforts
will increase BSF's access to the rapidly growing demand for sustainable
protein in Asia.
2. Financial Performance and Fundraising
Strategic fundraising has been essential to our growth. In December 2024, we
raised £500,000 through an oversubscribed placement of 20 million shares at
2.5p each, along with warrants exercisable at 5p over 3 years. This funding,
combined with our existing funds and grants, provides valuable support to our
strategic objectives and strengthens our ability to seize market
opportunities.
The funds will support:
• Progress towards the commercialisation of CytoBoost™ (3DBT)
• Developing plans for a Pilot production of lab-grown leather (LGL)
• Veterinary trials and clinical preparation (Kerato)
• Market expansion in Greater China (BSF Hong Kong)
This successful placement reinforces market confidence in our business model,
enabling us to meet critical 2025 milestones.
3. Sustainability and ESG Commitments
Our work in cultivated meat, lab-grown leather, and corneal tissue engineering
reflects a broader commitment to sustainability. Our approach aligns with the
Task Force on Climate-Related Financial Disclosures (TCFD), ensuring that we
integrate environmental, social, and governance (ESG) principles into our
operations.
Lab-grown leather supports the shift away from traditional animal farming,
while our work in cultivated meat offers a sustainable alternative to
conventional protein. Our in-situ cornea implants aim to reduce reliance on
human donors, supporting more ethical and accessible healthcare solutions.
4. Looking Ahead to 2025
2025 will be an important year for BSF. Our key priorities include:
• Progress towards commercialisng CytoBoost™ for the biopharma sector.
• Developing plans to scale up lab-grown leather production at the pilot
production facility.
• Completing veterinary clinical trials for corneal implants, advancing
toward human clinical trials in 2026.
• Expanding production in Greater China for cultivated meat.
These will position BSF for long-term growth as a market leader in cultivated
meat, lab-grown leather, and regenerative medicine.
This year has been one of transformation and momentum. With a clear strategy,
we are well-positioned to execute our goals in 2025. We will need to raise
additional funds during the year but our focus on commercialisation,
partnerships, and sustainability will continue to drive our long-term value
creation strategy.
I would like to thank our shareholders, partners, and employees for their
continued support. Together, we are leading the charge towards a more
sustainable, ethical, and innovative future.
I look forward to reporting to you on our progress over the coming year.
Min Yang
Chairman
Chief Executive's Report
I am pleased to present my report for the Company for the year to 30 September
2024.
Business review and future developments
Financial summary
The net loss for the year ended 30 September 2024 was £1,672,291 (2023:
£1,501,042 loss). The increase in the loss compared with 2023 reflects
increased costs of developing the activities of our subsidiaries, particularly
staff costs and our research commitments. As a result, the loss per share
increased to 1.62 pence (2023: 1.59 pence loss per share).
The Group had cash of £637,656 at 30 September 2024 (2023: £2,319,061) and
£667,164 as of the date of this report.
Over the last year, within BSF significant progress has been made towards its
strategic objectives. This includes:
Expansion of subsidiaries
BSF has continued to expand its subsidiaries in order to commercialise its
platform for industrial tissue engineering technology and know-how into
different markets. Wholly owned subsidiaries now include Kerato Ltd, Lab-grown
Leather Ltd, Cultivated Meat Technologies Ltd, 3D Bio-Tissues Ltd and BSF
Enterprise (Hong Kong) Ltd.
Kerato, following the appointment of Sarah Greenhalgh as Managing Director,
has combined its in-house and IP-protected corneal tissue engineering know-how
with new IP on a liquid cornea via an in-licensing opportunity from the
University of Montreal. This allows us to expand upon our existing lab-grown
corneal tissues technology and enables the tissues to grow inside the
patients' ocular surface (in-situ tissue engineering). Plans have been
developed to bring this joint technology to market, firstly as a veterinary
product in 2025 and then towards a human product via clinical trials to start
in 2026.
Lab-Grown Leather (LGL) uses 3DBT developed tissue engineered skin to create
functional leather. LGL has received funding from Innovate UK (IUK) (led by
newly appointed Project Manager Dr Emily Telford) to subcontract the tanning
and in-bound knowledge exchange to Northampton University. The world's first
piece of scaffold-free lab-grown leather was showcased in June 2024 in London.
This successfully led to several further joint development projects with
leading fashion brands and an outcome of this has been significant
improvements to the manufacturing process and tanning capability of the
lab-grown leather prototypes, setting the scene for a scaled up production
process.
Cultivated Meat Technologies (CMT) was successfully formed and food consultant
David Park employed to drive commercial partnerships. Building on the process
to create scaffold-free meat, originally developed by 3DBT and licensed to
CMT, downstream processes were compared for functionality and cost and
commercial plans developed which were used to inform direction of strategic
partnerships both in the UK and China via BSF Enterprise Hong Kong. 3DBT has
both maintained its position as a leading company in the technical development
of scaffold-free tissue engineering and in the use of macromolecular crowders
as essential and cost effective cell media additives.
Chief Executive's Report (continued)
3DBT successfully refined its platform to produce skin of over 2mm thick and
supply this to a leading fashion house, successfully transferred the
technology and process to a different lab (demonstrating a robust standard
operating procedure), developed a white label model for the sourcing of
City-Mix™ which significantly reduced costs of manufacture whilst enhancing
product-market fit within the cultivated meat market and rolled out a new
macromolecular crowder product, CytoBoost, which serves the bio-pharma and
academic research market, addressing a range of critical cell culture needs
from increased cell performance following cryo-storage to animal serum
reduction and replacement.
Patent applications
The below summarises IP activities during the year.
Invention Country Application No. Deemed Filing Date Grant No. Grant Date Publication No. Publication Date
Cell culture medium and supplements for corneal and skin cell culture China 202280061161 12 July 2022 Not yet granted Not yet granted CN 117916360 A 19 Apr 2024
(https://patentscope.wipo.int/search/en/detail.jsf?docId=CN428334008&_cid=P22-M5Y26E-65754-1)
Cell culture medium and supplements for cellular meat production China 202280061130.9 12 July 2022 Not yet granted Not yet granted To be confirmed 30 Apr 2024
(https://patentscope.wipo.int/search/en/detail.jsf?docId=CN428839622&_fid=WO2023285813)
Methods for cell culturing International PCT/GB2024/052677 19 Oct 2023 N/A N/A To be confirmed 18 Oct 2024
Prototype products
At Future Fabrics Expo 2024 in London, the largest dedicated sourcing
destination for certified, sustainably and responsibly produced materials in
fashion, home and interiors, LGL showcased samples that were structurally
and genetically identical to traditional leather. The product uses only
immortalised cells - isolated and collected from an adult female horse
following a strict and painless bioethics process to produce a skin/hide
structure in a lab over six weeks without the use of any additional supporting
materials such as plastics or cellulose in the final skin product.
The advantages of lab-grown leather over traditional, "farm-based" leather are
that it skips steps like fleshing and dehairing, while inconsistencies and
imperfections in hides and skins can be avoided. This project was undertaken
with the University of Northampton and funded by the UK Research and
Innovation (UKRI) through Innovate UK with the support of co-funders including
the Scottish Funding Council, Welsh Government, Invest Northern Ireland and
the Department of Department for Business, Energy and Industrial Strategy
(BEIS).
Chief Executive's Report (continued)
The lab-grown leather products were produced using 3DBT's patented, serum-free
and animal-free cell booster City-MixTM, which eliminates the requirement of
conventional plant-based scaffolds, blends or fillers. This has already been
adopted by the cultivated meat industry to ensure structural integrity of
cultivated meat products. 3DBT's products are therefore 100% structured
tissues (muscle, skin, cornea), produced without any animals suffering in its
production. The Company is pleased to confirm that the 100% lab-grown leather
products were very similar in appearance to conventional leather in their
unfinished state, with fibres clearly visible. The results from handling,
finishing and sewing the leather were also consistent with the previous
results in terms of overall appearance, aroma (leather-like) and mechanical
strength.
Partnership updates
A strategic partnership with Sartorius, a global leader in bioprocess
solutions, was negotiated and a joint agreement to initiate this collaboration
byb way of a Memorandum of Understanding was agreed in January 2025. By
working together, Sartorius and 3DBT aim to explore new technologies and
methodologies that could significantly impact the scalability and cost
effectiveness of lab-grown leather and alternative protein products. As part
of the MoU and the partnership, Sartorius will support 3DBT with a range of
cell culture platforms, technologies, and technical expertise to enable the
joint development of a cost-effective large-scale production of cells and
tissues used in the manufacture of 3DBT's leading lab grown meat and leather
products over the next 12 months.
We have added a further two leading luxury fashion brands to our LGL
development pipeline, whilst maintaining an ongoing commitment from our
initial collaborative fashion house. These partnerships are resulting in
significant improvements to our skin and leather development and the
production of a minimal viable product.
Further acquisition opportunities
The Board continues to evaluate potential acquisition and spin-out
opportunities in line with its strategy to acquire or develop a suite of
technologies that underpins the development of tissue templating for corneas,
meat and leather or enhances the technologies' value with support from
downstream or upstream processes.
Outlook
The year has seen significant milestones achieved, with the continued growth
of commercial opportunities and new sales channels for 3DBT, the raising of
new capital to support the Group's growth strategy and the formation of a new
lab-grown leather company LGL .
The management team has successfully integrated 3DBT into the Group and
expanded its platform technology into skin, whilst developing a clear plan to
capitalise on the achievements made via the incorporation of LGL. Our strategy
is to develop BSF into an ecosystem of industry-leading tissue engineering
companies that can bring transformative products to market. With the formation
of LGL and CMT, we are making great strides toward our strategic goals. The
ability to raise sufficient funds and continue with operational and commercial
progress has come in a period of increasing uncertainty from the difficult
macro-economic environment, inflation and cost pressures and, as a young
business, is testament to the Group for continuing to generate opportunities
for bringing our products to market.
I look forward with confidence and to keeping you appraised of our progress
throughout the year.
Che Connon, Chief Executive Officer
Strategic Report
Strategy
2024 was another milestone year for the Company, setting out a clear roadmap
for how we intend to grow the Company.
The Company has been created to consider opportunities within the innovation
marketing and technology sector. The Company sought an acquisition target that
focuses on trade innovation, data-driven analytics and technology to maximise
sales and assist companies to enter new markets.
In February 2024 3DBT signed an MoU with Maison Amelie Pichard, a fashion
company that designs and makes products using environmentally friendly
materials. The collaboration will explore future commercial opportunities,
working together to develop, manufacture, and ultimately sell fashion
accessories that incorporate lab-grown leather. This is a milestone event,
marking the first time real lab-grown leather has been ethically produced for
the fashion industry using the same structures as traditional leather, without
the need for plant-based scaffolds, making it suitable for traditional craft
purposes.
In March 2024 BSF announced it had entered into a commercial agreement with
Ivy Farm Technologies Limited ("Ivy Farm'') that will involve generating and
progressing investment opportunities to support the Company's fundraising
ambitions. BSF subsidiary company 3DBT is also working with Ivy Farm to test
its City Mix™ serum-free media within its products with the goal of reducing
the cost of cultivated meat production in the Asian market. This was supported
by BSF Enterprise (Hong Kong).
In March 2024 BSF confirmed that it had received grant funding to help support
the progress of its lab-grown leather and corneal product offering. The first
grant is a collaboration between 3DBT and Newcastle University to work on the
feasibility of applying existing know-how towards a cost-effective, ethical
and sustainable ocular toxicity model. The grant was to support product
development and research being progressed at Kerato on corneal tissue
engineering The four-month research project sought to build on the findings
from a nascent collaboration between Kerato and one of America's largest
consumer goods companies carried out in 2023, which began a process of
evaluating Kerato's lab-grown corneas as potential alternatives in testing the
safety and efficacy of their wide range of chemical and pharma products.
The second grant supported an ongoing collaboration between 3DBT and the
University of Northampton. The project focused on the use of 3DBT's
bio-equivalent dermal tissue combined with the University of Northampton
leather manufacturing knowledge to aid in the development of ethical and
sustainable leather. The project will look to use 3DBT's dermal tissue as a
replacement for animal skin and hide, developing processes to transform this
innovative raw material into a premium material, suitable for leather-based
footwear, apparel, handbags, furniture, fashion, automotive and accessories.
This work resulted in very positive outcomes culminating in the showcasing of
our leather at the Future Fabrics Expo 2024 in London.
In April 2024 BSF announced the completion of a 60-week feasibility study with
a leading fashion house, in which 3DBT's Proof of Concept (PoC) study
successfully achieved and fulfilled the technical and operational requirements
of the initial agreement. A more formal strategic and financial partnership
has since continued with 3DBT now developing bio-engineered samples measuring
up to 10 by 10 cm in size and 2 mm in thickness. As at the date of this
report, BSF has received over £50,000 in initial payments from the
partnership.
Strategic Report (continued)
The production of tissues with such thickness and their successful application
with a prominent global leather production company represents an important
milestone for 3DBT and the wider cultivated tissue industry. 3DBT is currently
engaged in several proof of concept projects with other leather companies to
establish the suitability of its skin product as a sustainable, ethical
alternative to traditional leather. We hope to make a further update on formal
commercial agreements in the coming months.
In August 2024, BSF subsidiary Kerato Ltd, announced that it had entered into
a Heads of Terms agreement and research partnership with the University of
Montreal in Canada. BSF's 100% owned Kerato is an independent company
established to commercialise new innovations in tissue engineering towards in
vitro and in vivo corneal use. As part of this strategy, Kerato will work with
the University of Montreal, combining tissue engineering expertise to further
develop an in-situ gelling cornea that offers a novel treatment for corneal
damage and full thickness perforations. The beachead product has been
identified as a vetinary ophthalmic device and a vetinary trial is set to be
completed in 2025 with the first commercial use to follow shortly after. Human
clinical trials are to follow, starting with implementation of
ISO-13485-complkiant QMS for which £30,000 of grant funding is being applied
for.
In December 2024, BSF completed an oversubscribed placement of 20,000,000 new
shares at 2.5p per share, raising £500,000. As part of the offer, each
investor also received one warrant per new share exercisable at 5p per share
within 3 years. The completion of this placement highlights the ongoing
support from our investors, reflecting confidence in our strategic vision and
execution capabilities. The funds raised will be used to support the following
key initiatives across BSF's subsidiaries. The successful completion of this
placement has strengthened BSF's financial position, providing operational
funds and additional flexibility to pursue growth initiatives, which include:
- Lab-Grown Leather (LGL): Expanding production capacity with
development of plans for a pilot production facility to support commercial
leather production.
- 3D Bio-Tissues (3DBT): Launching CytoBoost™, a biopharma-specific
media additive targeting downstream processing.
- Kerato Ltd: Supporting the veterinary clinical trials of the LiQD
Cornea device, with preparations underway for human trials in 2026.
- BSF Enterprise (Hong Kong): Advancing production facility
development to serve the growing demand for cultivated meat in Greater China.
Business review and future developments
An analysis of the Group's business performance and future developments is set
out in the Chief Executive's Report above.
Principal risks and uncertainties
The Directors have identified the following as the key risks facing the
business:
Inability to fund operations
The Company continues to explore additional fundraising options to support its
strategic objectives. The Company may be unable to fund growth in its
operations if it does not obtain additional funding, however, the Company will
seek to ensure that appropriate funding measures are taken to enable minimum
commitments are met.
Strategic Report (continued)
Technical risks
All biotechnology and therapeutic research and development programmes carry
technical risks, including the programme undertaken by 3DBT, Kerato and
Lab-Grown Leather Limited ("LGL'').
These risks include those associated with delays, third party suppliers of
research services or materials essential to the programmes, the
unpredictability of the biological processes associated with cell and tissue
culture and bioprocessing, and outcomes of in vitro, pre-clinical, and
clinical testing.
There is no guarantee that these technical risks can be effectively overcome,
and a successful, regulatory approved product can be developed. The Group's
products are also at risk of technological advancements of competitors who may
supersede the Group's technology.
The Company's relationship with the Directors and conflicts of interest
The Company is dependent on the Directors to execute its strategy for 3DBT,
Kerato and LGL and to identify additional potential acquisition opportunities.
The Directors are not obliged to commit their whole time to the Company's
business; they will allocate a portion of their time to other businesses which
may lead to the potential for conflicts of interest in their determination as
to how much time to assign to the Company's affairs. However, Dennis Ow has
been appointed as an independent director of the Company to manage any such
conflicts of interests.
Any matters on which Min Yang, Geoffrey Baker or Che Connon have a conflict of
interest will be delegated to and considered by Dennis Ow.
Reliance on additional funding to generate income from the acquired activities
The Company is dependent on raising additional funds in order to bring its
products to a commercial market and thus income which the Directors hope will
be generated by the research activities of 3DBT, Kerato and LGL or from its
subsequent divestment of these subsidiary companies to meet the Company's
expenses. If this is not achieved, the Company may be unable to pay its
expenses or make distributions on the Ordinary Shares. The Board's experience
in the sector is expected to mitigate these risks.
Key performance indicators
At this stage in its development, the Company is focusing on its growth
strategy for 3DBT, Kerato and LGL and in particular, the generation of
revenues from its research activities.
At present, the Directors are of the opinion that, other than the maintenance
of cash and cash equivalents, analysis using KPIs is not appropriate for an
understanding of the business at this time.
Gender analysis
The Board recognises the need to operate a gender diverse business and takes
into account the necessary diversity requirements and compliance with all
employment law. The Board, which comprises 3 males and one female, has
experience and sufficient training/qualifications in dealing with such issues
to ensure they would meet all requirements. In this regard, the Board
recognises that less than 40% of the individuals on the Board are women. The
chairmanship of the Board is however female.
Strategic Report (continued)
Two of the Board members are of Chinese ethnicity. Additionally, the Company
takes advice from suitably qualified advisors to support the decision-making
process of the Group.
Corporate social responsibility
The Company aims to conduct its business with honesty, integrity and openness,
respecting human rights and the interests of shareholders and employees. The
Company aims to provide timely, regular and reliable information on the
business to all its shareholders and conduct its operations to the highest
standards.
The Company strives to create a safe and healthy working environment for the
wellbeing of its staff and to create a trusting and respectful environment,
where all members of staff are encouraged to feel responsible for the
reputation and performance of the Company.
The Company aims to establish a diverse and dynamic workforce with team
players who have the experience and knowledge of the business operations and
markets in which we operate. Through maintaining good communications, members
of staff are encouraged to realise the objectives of the Company and their own
potential.
Corporate environmental responsibility
The Board contains personnel with a good history of running businesses that
have been compliant with all relevant laws and regulations and there have been
no instances of non-compliance in respect of environment matters.
The Company's policy is to minimize the risk of any adverse effect on the
environment associated with its activities with a thoughtful consideration of
such key areas as energy use, pollution, transport, renewable resources,
health and wellbeing.
The Company also aims to ensure that its suppliers and advisers meet with
their legislative and regulatory requirements and that codes of best practice
are met and exceeded.
Climate-related Financial Disclosures
The Financial Stability Board's Task Force on Climate-related Financial
Disclosures (TCFD) recommendations serve as a global foundation for effective
reporting on the operational and financial implications of the
interrelationship between climate change and business, and set out recommended
disclosures structured under four core elements:
● Governance - The organisation's governance around climate-related
risks and opportunities
● Strategy - The actual and potential impacts of climate-related
risks and opportunities for an organisation's businesses, strategy, and
financial planning
● Risk Management - The processes used by the organisation to
identify, assess, and manage climate-related risks; and
● Metrics and Targets - The metrics and targets used to assess and
manage relevant climate-related risks and opportunities.
These are supported by recommended disclosures that build on the framework
with information intended to help investors and others understand how
reporting companies assess climate-related risks and opportunities. The table
below shows our current progress against the TCFD recommendations.
TCFD Pillar Recommended Disclosure Company Summary
Governance • Board's oversight of climate-related risks and opportunities As a development stage research and development business, the Group's
operations are at a relatively small scale and so therefore is its
• Management's role in assessing and managing climate-related risks and environmental impact. Nevertheless, the Board recognises its responsibility to
opportunities protect the environment (particularly as the business scales up). The Board
has oversight of climate-related matters (which include risks and
opportunities).
The board is supported by the Audit Committee, which is responsible for
keeping under review the adequacy and effectiveness of the Group's internal
control and risk management systems, which consider climate-related risks.
Strategy ● Climate-related risks and opportunities identification BSF is committed to a net zero and healthier planet, and this is part of the
Group's strategic long-term priorities.
● Climate-related risks and opportunities impacts
● Resilience of the organisation's strategy
The Board is committed to conserving natural resources and striving for
environmental sustainability, by ensuring that its facilities (and the
facilities of academic and contracted collaborators) are operated to optimise
energy usage; minimising waste production; and protecting nature and people.
As BSF enters the next stage of its development, ESG will be at the heart of
the Board and management's vision and strategy to enable climate-related risks
and opportunities to be identified and suitably mitigated/actioned.
The information collected will allow the Board to challenge the Group's
strategy to ensure it is as resilient as possible.
Risk Management ● Identifying and assessing climate-related risks Given the small scale of its current operations, BSF has the ability to embed
climate-related risk management systems into its overall internal control
● Managing climate-related risks systems from an early stage of its journey, thus almost eliminating the
occurrence of transition risk.
● Integration into overall risk management
As operations scale up in the coming years, the identification, assessment and
effective management of climate-related risks and opportunities will be
actively discussed during Board and management meetings
Metrics and Targets ● Climate-related metrics As the Group's operations scale up, it will continue to monitor its energy
use.
● Scope 1, Scope 2, and Scope 3 emissions.
● Climate-related targets
The Group will seek to collect, structure, and effectively disclose related
performance data for the material climate-related risks and opportunities
identified where relevant.
The Board will also look to adopt SASB recommended disclosures in the next 2
years as the Group scales.
The Group already minimises business travel, and therefore energy use and
emissions, through the use of Internet-based communications tools.
Section 172(1) Statement - Promotion of the Company for the benefit of the
members as a whole
When making decisions the Company takes into account the impact of its
activities on the community, the environment and the Company's reputation for
good business conduct. In this context, acting in good faith and fairly, the
Directors consider what is most likely to promote the success of the Company
for its members in the long term.
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole as required
by s172 of the Companies Act 2006. The requirements of s172 are for the
Directors to:
● Consider the likely consequences of any decision in the long term;
● Act fairly between the members of the Company;
● Maintain a reputation for high standards of business conduct;
● Consider the interests of the Company's employees;
● Foster the Company's relationships with suppliers, customers and
others; and
● Consider the impact of the Company's operations on the community
and the environment.
The Company operated as a cash shell until its acquisition of 3DBT in May
2022. The early stage nature of the business is important to the understanding
of the Company by its members and suppliers, and the Directors have been
transparent about the cash position and funding requirements.
The application of the s172 requirements can be demonstrated in relation to
some of the key decisions made during the year ended 30 September 2024:
● Any contracts for third-party advisory services provided have been
undertaken with a clear cap on financial exposure;
● The issue of employee share optoions as a means of incentivising,
rewarding and retaining talent with the business;
● Collaboration with the Universities of Newcastle and Northampton
to support product development and research
● As a result of these efforts the Company succeeded in conserving
cash resources to fund the Group's strategy.
As a Company, the Board seriously considers its ethical responsibilities to
the communities and environment.
The Directors are fully aware of their responsibilities to promote the success
of the Company in accordance with section 172 of the Companies Act 2006. The
Board continuously reflects on how the Company engages with its stakeholders
and opportunities for enhancement in the future. As required, the Company's
external lawyers and the Company Secretary will provide support to the Board
to help ensure that enough consideration is given to issues relating to the
matters set out in s172(1)(a)-(f).
The Board regularly reviews the Company's principal stakeholders and how it
engages with them. This is achieved through information provided by management
via Regulatory News Service announcements, Corporate Presentations, and
Shareholder Meetings and teleconferences and also by direct engagement with
stakeholders themselves.
This report was approved by the Board of Directors on 30 January 2025 and
signed on its behalf by:
Signed
………………………………………….
Geoffrey Baker, Director
Directors' Report
The Directors present their Annual Report together with the consolidated
financial statements of the Company for the year ended 30 September 2024.
An indication of the likely future developments in the business of the Company
is included in the Strategic Report and Chairman's Statement.
Principal activity
The Company was formed to undertake the acquisition of a controlling interest
in businesses in the biotechnology, innovative marketing and e-commerce
sectors. The Company completed its first acquisition in May 2022 of 3DBT and
in October 2023, the Company incorporated a new subsidiary, Kerato Limited.
Kerato is a new corneal biotech company, which will form part of the Company's
growing portfolio. It will seek to accelerate the transition of 3DBT's
advanced corneal products into clinical trials, as well as address the growing
industrial demand for these products.
In December 2023, Cultivated Meat Technologies Limited was established, to
create scaffold-free meat, originally developed by 3DBT.
In February 2024 we completed the formation of Lab-Grown Leather Limited as a
subsidiary company of BSF. This will be the vehicle for further customer
driven product development of our skin technology.
Results and dividends
The results for the year are set out in the Consolidated Statement of
Comprehensive Income. The Directors do not recommend the payment of a dividend
on the Ordinary Shares (year ended 30 September 2023: nil).
Financial instruments and risk management
An explanation of the Company's financial risk management objectives, policies
and strategies and information about the use of financial instruments by the
Company is given in Note 19 to the consolidated financial statements.
Share capital structure
The Company was incorporated on 5 September 2018 under the UK Companies Act
2006.
All of the issued Ordinary Shares are in registered form, and capable of being
held in certificated or uncertificated form. The Registrar is responsible for
maintaining the share register. Temporary documents of title will not be
issued. The ISIN number of the Ordinary Shares is GB00BHNBDQ51. The SEDOL
number of the Ordinary Shares is BHNBDQ5.
Directors
The Directors of the Company during the year were as follows:
- Geoffrey Baker
- Dr Che Connon
- Min Yang
- Dennis Kian Jing Ow
Directors' Report (continued)
Min Yang - Non-Executive Chairman
Ms. Yang has extensive business connections in the Asia Pacific region
including greater China, and has over 20 years of hands-on experience dealing
with both private and state-run businesses in China.
Over the years, Min Yang has proven her unique business insight and expertise
in the identification, incubation and realisation of embryonic opportunities
in the resources, commodities, trading and residential estate and financial
investment sectors.
Min Yang has commercialised numerous innovations in the telecommunications
industry including building an Australasian telecommunications delivery
company between China and Australia. Further she has helped develop, market
and commercialise high-performance engine technologies now being developed in
China as an auxiliary power unit for electric engines.
Ms Yang is currently the Executive Chairman of ASF Group Ltd (ASX: AFA) and
Non-executive Chair of ActivEX Limited (ASX: AIV), Rey Resources Limited (ASX:
REY) and Non-executive Director of Key Petroleum Limited (ASX: KEY).
Dr Che Connon - Chief Executive Officer
Professor Che Connon was appointed to the Board on 16 May 2022 on completion
of the acquisition of 3DBT. Dr Che has over 20 years' experience in
extracellular matrix biology and is currently a professor of tissue
engineering at the University of Newcastle and its Director of Business
Development for the Faculty of Medical Science. Professor Che Connon is a
founder and director of 3BDT. He has successfully spun-out two additional
biotechnology companies. Professor Che Connon is a founder of Atelerix
Limited, which offers novel storage technology to support cell and tissue
logistics and founder director of Cellularevolution Ltd which is building a
new class of animal cell production bioreactor which runs continuously.
Geoffrey Baker - Executive Director
Mr Baker is a qualified lawyer in Australia and Hong Kong with a Commerce
degree (Accounting and Financial Management), a Law degree and Master of
Business Administration (MBA).
Mr Baker has extensive corporate and commercial legal and property expertise
developed over 37 years of practising law and representing companies in
Australia, China, Hong Kong, Japan and recently UK and Europe. Mr Baker has
also co-authored a number of books including the critically acclaimed book
"Think Like Chinese" first released in June 2008 (Federation Press, 2008). Mr
Baker has commercialised a number of innovations including bio-medical
apparatus for sleep-apnoea as well as high-performance engine technology now
being developed in China as an auxiliary power unit for electric engines.
Mr Baker is currently also the Non-Executive Director of ASF Group Ltd (ASX:
AFA), Rey Resources Limited (ASX: REY), ActivEX Limited (ASX: AIV) and
Non-executive Chair of Key Petroleum Limited (ASX: KEY).
Dennis Kian Jing Ow - Independent Non-Executive Director
Mr Ow is an experienced corporate finance executive who has worked in various
investment banks in Asia, and has extensive knowledge of capital markets,
compliance and corporate governance. He was previously senior business manager
of Asia Pacific for the London Stock Exchange.
Directors' Report (continued)
Independence of the Board
Dennis Ow is considered to be "independent" (using the definition set out in
the QCA Corporate Governance Code).
Directors' interests
As at 22 January 2025, the beneficial interests of the Directors and their
connected persons in the ordinary share capital of the Company are set out
below.
Number of Ordinary Shares % of Ordinary
Director Share Capital
Geoffrey Baker 2,559,699 2.07%
Dr Che Connon 12,927,977 10.46%
Min Yang 6,739,850 5.45%
Dennis Kian Jing Ow - 0.00%
Min Yang indirectly holds 5,000,000 Ordinary Shares through Advance Plan
Investments Ltd, a company of which she is the sole shareholder and Director
and a further 1,259,850 Ordinary Share held directly in her own name.
None of the Directors hold options, warrants or any form of convertible
security in respect of Ordinary Shares.
Substantial shareholders
The following had interests of 3 per cent or more in the Company's issued
share capital as at 22 January 2025 as follows:
Number of Ordinary Shares % of Ordinary
Party Name Share Capital
JIM Nominees Limited 25,323,530 20.48%
BSF Angel Funding Limited 16,610,944 13.43%
Hargreaves Lansdown (Nominees) Limited 10,902,397 8.82%
Platform Securities (Nominees) Limiited 6,915,624 5.59%
Lynchwood Nominees Limited 5,746,155 4.65%
Interactive Investor Services Nominees Limited 5,100,233 4.12%
Advance Plan Investments Limited 5,000,000 4.04%
Vidacos Nominees Limited 4,778,787 3.86%
*Min Yang is the Director and sole shareholder of Advance Plan Investments
Ltd.
Directors' Report (continued)
Capital and returns management
The Company raised gross proceeds of £2.94 million from a Placing and
Subscription for shares in March 2023 and has cautiously managed these funds
to support the Group's strategic plans. However, the Directors believe that
further equity capital raisings will be required by the Company for working
capital purposes as the Company pursues its strategic objectives. In December
2024, the Company raised a further £500,000 via a placing and will
explore additional fundraising options as required to support its strategic
objectives.
The Directors are generally empowered to allot shares. Pursuant to Resolutions
passed at the Company's Annual General Meeting held on 20 March 2024, the
Directors were granted authorities to allot and issue shares in the Company
and to grant rights to subscribe for or to convert any security into shares
for the purposes of Section 551 of the Companies Act up to a maximum aggregate
nominal amount of £344,456, such authority to expire at the next annual
general meeting of the Company or fifteen months after the passing of this
Resolution, whichever date is the earlier.
The Company expects that any returns for shareholders would derive primarily
from capital appreciation of the Ordinary Shares and any dividends paid
pursuant to the Company's dividend policy.
Liability insurance for Company officers
The Company has obtained third-party indemnity for its Directors.
Going concern
The financial position of the Group, its cash flows and liquidity position are
set out in these financial statements. As at 30 September 2024, the Group had
cash and cash equivalents of £637,656. As at the date of this report, cash
balances were approximately £667,000.
The Group has prepared monthly cash flow forecasts based on reasonable
estimates of key variables including operating costs and capital expenditure
through to March 2026 that supports the conclusion of the Directors that they
expect sufficient funding to be available to meet the Group's anticipated cash
flow requirements to this date.
The assessment as to whether the going concern basis is appropriate has also
taken into account all information available up to the date of authorisation
of these financial statements.
The Group will need additional funding to finance ongoing operations and any
acquisitions it might make. Whilst there can be no guarantee that sufficient
funds will be raised, the Board is confident that sufficient additional
capital will be raised to ensure adequate funds are available to the Group. As
stated in note 2(d), whilst the Directors are confident of raising sufficient
funds in the timeframes required, these events or conditions, along with the
other matters as set forth in note 2(d), indicate that a material uncertainty
exists that may cast significant doubt on the group and parent company's
ability to continue as a going concern. The Board has however concluded that
the going concern basis remains appropriate in the preparation of these
Consolidated Financial Statements due to the anticipated availability of
sufficient financial resources in the 12 months from the date of the financial
statements.
The Directors are not aware of any other indicators which would give doubt to
the going concern status of the Group.
Directors' Report (continued)
Employee and greenhouse gas (GHG) emissions
The Group believes it uses less than 40,000 kWh of energy per annum. It does
not have responsibility for any emissions producing sources under the
Companies Act 2006.
Equal opportunity
The Company promotes a policy for the creation of equal and ethnically diverse
employment opportunities including with respect to gender. The Company
promotes and encourages employee involvement wherever practical as it
recognises employees as a valuable asset and is one of the key contributions
to the Group's success.
Corporate Governance Framework
Details of the Company's corporate governance framework are set out below.
Corporate Governance Report
The Directors acknowledge the importance of high standards of corporate
governance and intend, given the Company's size and the constitution of the
Board, to comply with the principles set out in the QCA Code. The QCA Code
2018 sets out a standard of minimum best practice for small and mid-size
quoted companies.
The QCA Code sets out ten principles and we have outlined below the Group's
application of the Code.
Deliver growth
1. Establish a strategy and business model which promote long-term value for
shareholders:
The Company's business model is to create value through an acquisition-led
growth strategy with a focus on acquiring businesses in the biotechnology,
innovative marketing and e-commerce sectors.
The Board has set out the vision for the Group for the medium to long term.
The Board is responsible for formulating, reviewing and approving the Group's
strategy, budgets and corporate actions. The Company holds Board meetings at
least four times each financial year and at other times as and when required.
Detailed disclosure on the Company's business model and strategy is disclosed
on the Company's website and in the Strategic Report.
2. Seek to understand and meet shareholder needs and expectations:
The Company has a Board with experience in understanding the needs and
expectations of its shareholder base. It supplements this with professional
advisers including public relations company, and legal advisers who provide
advice and recommendations in various areas of its communications with
shareholders. The Company engages with its shareholders through its website to
provide information to shareholders and provides regular updates to the market
via the Regulatory News Service.
The Company is committed to listening and communicating openly with its
shareholders to ensure that its strategy, business model and performance are
clearly understood. Understanding what analysts and investors think about us,
and in turn, helping these audiences understand our business, is a key part of
driving our business forward and we actively seek dialogue with the market. We
will do so via retail and institutional investor roadshows, attending and
presenting at investor conferences, meeting with independent investment
analysts and financial journalists and our regular reporting.
Directors' Report (continued)
The Directors actively seek to build a relationship with institutional
shareholders. The Chief Executive Officer ("CEO") and other directors will
make presentations to institutional shareholders and analysts from
time-to-time in part to listen to their feedback and have a direct
conversation on any areas of concern. The Board as a whole is kept informed of
the views and concerns of major shareholders by briefings from the CEO. Any
significant investment reports from analysts will be circulated to the Board.
The Non-Executive Chairman is also available to meet with major shareholders
if required to discuss issues of importance to them.
The Annual General Meeting ("AGM") is one forum for dialogue with shareholders
and the Board. The Notice of Meeting is sent to shareholders at least 21 clear
days before the AGM. The chairs of the Board and all committees, together with
all other Directors, will routinely attend the AGM and are available to answer
questions raised by shareholders.
For each vote, the number of proxy votes received for, against and withheld is
announced at the meeting. The results of the AGM are subsequently published on
the Company's website.
3. Take into account wider stakeholder and social responsibilities
and their implications for long-term success:
Engaging with all our stakeholders strengthens our relationships and helps us
make better business decisions to deliver on our commitments. The Board is
regularly updated on wider stakeholder engagement to stay abreast of
stakeholder insights into the issues that matter most to them and our
business, and to enable the Board to understand and consider these issues in
decision-making. Some examples of stakeholders aside from our shareholders are
our partners and our suppliers. The Board therefore closely monitors and
reviews the results of the Company's engagement with those groups to ensure
alignment of interests.
4. Embed effective risk management, considering both opportunities
and threats, throughout the organisation:
The Company recognises that risk is inherent in all of its business
activities. Its risks can have a financial, operational or reputational
impact. A summary of the key risks is set out in the Strategic Report and is
provided on the website. The Company's system of risk identification,
supported by established governance controls and close management involvement
and oversight, ensures it effectively responds to such risks, whilst acting
ethically and with integrity for the benefit of all its stakeholders.
The Company's key internal controls procedures include:
Financial Controls
The Company's Audit Committee comprises Dennis Ow (as Chairman) and Min
Yang (Non-Executive Director). The Audit Committee meets as often as required
and at least twice a year. The Audit Committee's main functions include
reviewing the effectiveness of internal control systems and risk assessment,
making recommendations to the Board in relation to the appointment and
remuneration of the Company's auditors and monitoring and reviewing annually
their independence, objectivity, effectiveness and qualifications.
The Audit Committee also monitors the integrity of the financial statements of
the Company and Group, including its annual and interim reports and any other
formal announcement relating to financial performance. The Audit Committee is
responsible for overseeing the Company's relationship with the external
auditors, including making recommendations to the Board on the appointment of
the external auditors and their remuneration.
Directors' Report (continued)
The Audit Committee considers the nature, scope and results of the auditors'
work and reviews, and can develop and implements policies on the supply of
non-audit services that are provided by the external auditors where
appropriate.
The Audit Committee focuses particularly on compliance with legal
requirements, accounting standards and the relevant Listing Rules for
Companies and ensuring that an effective system of internal financial and
non-financial controls is maintained. The ultimate responsibility for
reviewing and approving the annual report and accounts remains with the Board.
The identity of the Chairman of the Audit Committee is reviewed on an annual
basis and the membership of the Audit Committee and its terms of reference are
kept under review. The Audit Committee members have no links with the
Company's external auditors.
Standards and policies
The Board is committed to maintaining appropriate standards for all the
Group's business activities and ensuring that these standards are set out in
written policies where appropriate.
The Board acknowledges that the Group's operations may give rise to possible
claims of bribery and corruption. In consideration of the UK Bribery Act the
Board reviews the perceived risks to the Group arising from bribery and
corruption to identify aspects of the business which may be improved to
mitigate such risk. The Board has adopted a zero-tolerance policy toward
bribery and has reiterated its commitment to carry out business fairly,
honestly and openly. The Company has also adopted a share Dealing Code for the
Board, in conformity with the requirements of the Listing Rules for Companies
and the Market Abuse Regime (MAR) and will take steps to ensure compliance by
the Board and senior staff with the terms of the code. In summary, the code
stipulates that those covered by it should: not deal in any securities of the
Company unless prior written notice of such proposed dealings has been given
to the Board and written clearance received from the Board; not purchase or
sell any securities of the Company in the two months immediately preceding the
announcement of the Company's half-yearly or annual results; not use another
person, company or organisation to act as an agent, or nominee, partner,
conduit or in another capacity, to deal in any securities on their behalf
where that third person would breach obligations under this paragraph; and
immediately inform the Board of any dealings in the Company's shares.
All material contracts are required to be reviewed and signed by a senior
Director of the Company and reviewed by our external counsel.
The Company has a social media policy. The objective of the policy is to
minimise the risks to the Company through use of social media. The policy
deals with the use of all forms of social media, all social networking sites,
internet postings, the Company's website, non-regulatory news feeds and blogs.
It applies to use of social media for business purposes as well as personal
use that may affect the Company in any way. The policy covers all employees,
officers, consultants, contractors, interns, casual workers and agency
workers.
Maintain a dynamic management framework
5. Maintain the Board as a well-functioning, balanced team led
by the Chair:
The Board comprises four Directors; two Executive Directors and two
Non-Executive Directors, reflecting a blend of different experiences and
backgrounds.
The QCA Code states that a company should have at least two independent
non-executive directors. At present, the Company has only one independent
non-executive director being Mr Dennis Ow.
Directors' Report (continued)
The Board believes that the composition of the Board brings a desirable range
of skills and experience in light of the Company's challenges and
opportunities, while at the same time ensuring that no individual (or a
small group of individuals) can dominate the Board's decision making. The
Company will appraise the structure of the Board on an ongoing basis.
The Non-Executive Chairman is primarily responsible for the working of the
Board of the Company and for assessing the individual contributions of each
Board member to ensure that:
- Their contribution is measurable, timely, relevant and effective
- They commit sufficient time to the business to fulfil their statutory and
fiduciary duties
- Where relevant, they maintain their independence
- They function collectively in a coherent and productive manner
- The receive appropriate training to stay up to date and improve performance
The Company has the following appropriately constituted committees, each with
formally delegated duties and responsibilities set out in respective written
terms of reference:
● Audit Committee;
● Remuneration Committee; and
● Nomination Committee
Details of these committees is set out below on pages 29 and 30.
The Board is responsible for the overall leadership and effective management
of the Company, setting the Company's values and standards and ensuring
maintenance of a sound system of internal control and risk management. The
Board is also responsible for approving Company policy and its strategic aims
and objectives as well as approving the annual operating and capital
expenditure budgets. The Board supports the concept of an effective Board
leading and controlling the Company and believes the Company has a
well-established culture of strong corporate governance and internal controls
that are appropriate and proportional, reflecting the Company's culture, size,
complexity and risk.
All Directors bring a wide range of skills and international experience to the
Board. The non-executive Directors hold meetings without the executive
Directors present. The Chairman is primarily responsible for the working of
the Board of the Company. The CEO is primarily responsible for the running of
the business and implementation of the Board strategy and policy. The CEO is
assisted in the managing of the business on a day-to-day basis by the Board as
a whole.
The Board hold regular meetings where it approves major decisions and utilises
its expertise to advise and influence the business. The Board will meet on
other occasions as and when the business demands. During the financial year
under review the Board met on five occasions.
The Board and its committees are supplied with appropriate and timely
information, including detailed financial information, in order to discharge
its duties. All Directors have access to the advice and services of the
company secretary, who is responsible for ensuring that Board procedures are
followed and that applicable rules and regulations are complied with.
Independent professional advice is also available to Directors in appropriate
circumstances.
A detailed agenda is established for each scheduled meeting and appropriate
documentation is provided to Directors in advance of the meeting.
Directors' Report (continued)
Regular Board meetings provide an agenda that will include reports from the
CEO, reports on the performance of the business and current trading, and
specific proposals where the approval of the Board is sought. Areas discussed
include, amongst others, matters relating to the performance of 3DBT, placing
and funding arrangements and the strategic direction of the Company. Minutes
of the meetings from committees of the Board are circulated to all members of
the Board, unless a conflict of interest arises, to enable all Directors to
have oversight of those matters delegated to committees.
In accordance with the Company's Articles of Association, those Directors that
have been appointed since the previous AGM shall retire from office but shall
be eligible for re-appointment. All Directors have access to the advice and
services of the company secretary and other independent professional advisers
as required. Non-executive Directors have access to key members of staff and
are entitled to attend management meetings in order to familiarise themselves
with all aspects of the Company. It is the responsibility of the Chairman and
the company secretary to ensure that Board members receive sufficient and
timely information regarding corporate and business issues to enable them to
discharge their duties.
Board and committee meetings attendance
During the year under review, two Audit Committee meetings, one Remuneration
Committee meeting and one Nomination Committee meeting were held.
During the year there were ten Board meetings by the Directors of the Company.
Attendance of Directors and committee members at Board and committee meetings
held during the year is set out in the table below.
Audit Committee meetings Remuneration Committee meetings Nomination Committee meetings
Board meetings
Ming Yang 9 2 n/a n/a
Geoff Baker 9 n/a 1 1
Dennis Ow 9 2 1 1
Che Connon 9 n/a n/a n/a
Division of responsibilities
The division of responsibilities between the non-executive Chairman and the
CEO is clearly defined in writing. However, they work closely together to
ensure effective decision making and the successful delivery of the Group's
strategy.
The Chief Executive Officer
The CEO is responsible for the running of the Group's business for the
delivery of the strategy for the Group, leading the management team and
implementing specific decisions made by the Board to help meet shareholder
expectations. He also takes the lead in strategic development, by formulating
the vision and strategy for the Group.
The CEO reports to each Board meeting on all material matters affecting the
Group's performance.
Directors' Report (continued)
Given the structure of the Board and the fact that the Chairman and CEO roles
are fulfilled by two separate individuals, the Board believes that no
individual or small group of individuals can disproportionately influence the
Board's decision making.
The Chairman
The Chairman leads the Board, ensuring constructive communications between the
Board members and that all Directors are able to play a full part in the
activities of the Company. She is responsible for setting Board agendas and
ensuring that Board meetings are effective and that all Directors receive
accurate, timely and clear information. The Chairman officiates effective
communication with shareholders and ensures that the Board understands the
views of major investors and is available to provide advice and support to
members of the executive team.
Non-executive Directors
There are currently two non-executive Directors (including the Chairman), of
which one is an independent non-executive Director. The role of the
non-executive Directors is to understand the Group in its entirety and
constructively challenge strategy and management performance, set executive
remuneration levels and ensure an appropriate succession planning strategy is
in place.
They must also ensure they are satisfied with the accuracy of financial
information and that thorough risk management processes are in place. The
non-executive Directors also assist the Board with issues such as governance,
internal control, remuneration and risk management. No non-executive Directors
are participants in any share option plans of the Company.
Effectiveness
Composition of the Board
The Board consists of the Non-Executive Chairman, the CEO, one executive
Director and an independent non-executive director. The names, skills and
short profiles of each member of the Board, are set out on page 17. Each year
the Board considers the independence of each non-executive Director in
accordance with the Code.
To ensure that they clearly understand the requirements of their role, the
Company has a letter of appointment in place with each non-executive Director.
Service agreements are entered into with the executive Director and senior
executives so that they can clearly understand the requirements of the role
and what is expected of them.
Commitment
Each Director commits sufficient time to fulfil their duties and obligations
to the Board and the Company. They attend Board meetings and join ad hoc Board
calls and offer availability for consultation when needed. The contractual
arrangements between the Directors and the Company specify the minimum time
commitments which are considered sufficient for the proper discharge of their
duties. However, all Board members appreciate the need to commit additional
time in exceptional circumstances.
Non-executive Directors are required to disclose prior appointments and other
significant commitments to the Board and are required to inform the Board of
any changes to their additional commitments.
Directors' Report (continued)
Before accepting new appointments, non-executive Directors are required to
obtain approval from the Chairman and the Chairman requires the approval of
the whole Board. It is essential that no appointment causes a conflict of
interest or impacts on the non-executive Director's commitment and time spent
with the Group in their existing appointment.
Details of executive Director service contracts and of the Chairman's and the
non-executive Directors' appointment letters are given on pages 31 and 32 of
the Remuneration Committee Report.
Development
The Board is informed of any material changes to governance, laws and
regulations affecting the Group's business.
Information and support
All Directors have access to the advice and services of the company secretary
and each Director and each Board committee member may take independent
professional advice at the Company's expense, subject to prior notification to
the other non-executive Directors and the company secretary.
The appointment and removal of the company secretary is a matter for the Board
as a whole. The company secretary is accountable directly to the Board through
the Chairman.
6. Ensure that between them the Directors have the necessary up-to-date
experience, skills and capabilities:
The Board has been assembled to allow each Director to contribute the
necessary mix of experience, skills and personal qualities to deliver the
strategy of the Company for the benefit of the shareholders over the medium to
long term.
Together the Board provide relevant sector skills, the skills associated with
running public companies and technical and qualifications to assist the
Company in achieving its stated aims.
The Directors keep their skillsets up to date as required through the range of
roles they perform with other companies and consideration of technical and
industry updates by external advisers.
The Directors receive regular briefing papers on the operational and financial
performance of the Company from the executives and senior management.
7. Evaluate Board performance based on clear and relevant objectives,
seeking continuous improvement:
Appointments to the Board
The Remuneration Committee is responsible for maintaining a Board of Directors
that has an appropriate mix of skills, experience and knowledge to be an
effective decision-making body, ensuring that the Board is comprised of
Directors who contribute to the successful management of the Company and
discharge their duties having regard to the law and the highest standards of
corporate governance, considering and recommending Board candidates for
election or re-election and reviewing succession planning.
The Remuneration Committee undertakes a detailed selection process as per the
recruitment and diversity policy to appoint or re-appoint a Director to the
Board. Included in this process are appropriate reference checks which include
but are not limited to character reference and bankruptcy to ensure that the
Board remains appropriate for that of a listed company.
Directors' Report (continued)
8. Promote a corporate culture that is based on ethical values
and behaviours:
The Board seeks to embody and promote a corporate culture that is based on
sound ethical values and behaviours, something we see as being a cornerstone
to a strong risk management programme.
Code of Business Ethics
The Board acknowledges the need for continued maintenance of the highest
standard of corporate governance practice and ethical conduct by all Directors
and employees of the Group. The Board has approved a code of business ethics
for Directors, officers and employees, which describes the standards of
ethical behaviour that are required to be maintained. This code was approved
pursuant to the Company's readmission. The Group promotes the open
communication of unethical behaviour within the organisation. We therefore
seek to operate within a corporate culture that is based on sound ethical
values and behaviours. We do this using certain rule-based procedures (such as
our formal Corporate Code of Conduct) and, more importantly, by the
behavioural example of individual Board members and senior managers. These
values, which we seek to instil throughout the Company, include integrity,
respect, honesty, and transparency. As a small company these characteristics
are far more visible to staff than might otherwise be the case. We also hold
internal meetings at which Directors and staff discuss matters, both formally
and informally. Compliance with the code assists the Company in effectively
managing its operating risks and meeting its legal and compliance obligations
as well as enhancing the Group's corporate reputation.
The code describes the Group's requirements on matters such as
confidentiality, conflicts of interest, use of Group information, sound
employment practices, compliance with laws and regulations and the protection
and safeguarding of the Group's assets.
An employee who breaches the code of business ethics face disciplinary action.
If an employee suspects that a breach of the code has occurred or will occur,
he or she must report that breach to the CEO, via the Company's confidential
"Whistle Blowing" process.
No employee will be disadvantaged or prejudiced if he or she reports in good
faith a suspected breach. All reports will be investigated, acted upon and
kept confidential.
Anti-bribery and anti-corruption
The Company has adopted an anti-corruption and bribery policy which applies to
the Board and employees of the Company and the Group. It generally sets out
their responsibilities in observing and upholding a zero-tolerance position on
bribery and corruption in all areas in which the Group operates. It also
provides guidance to those working for the Group on how to recognise and deal
with bribery and corruption issues and the potential consequences of failing
to adhere to this guidance. The Company expects all employees, suppliers,
contractors and consultants to conduct their day-to-day business activities in
a fair, honest and ethical manner, be aware of and refer to this policy in all
of their business activities worldwide and to conduct business on the
Company's behalf in compliance with it. Management at all levels are
responsible for ensuring that those reporting to them, internally and
externally, are made aware of and understand this policy.
The Group takes a zero-tolerance approach to acts of bribery and corruption by
any Directors, officers, employees and contractors. The Group will not offer,
give or receive bribes, or accept improper payments to obtain new business,
retain existing business or secure any advantage and will not permit others to
do so on its behalf.
Directors' Report (continued)
9. Maintain governance structures and processes that are fit for purpose
and support good decision making by the Board:
The Board meets at least four times each year in accordance with its scheduled
meeting calendar. The Board sets direction for the Company through a formal
schedule of matters reserved for its decision. Prior to the start of each
financial year, a schedule of dates for that year's Board meetings is compiled
to align as far as reasonably practicable with the Company's financial
calendar while also ensuring an appropriate spread of meetings across the
financial year. This may be supplemented by additional meetings as and when
required.
The Board and its Committees receive appropriate and timely information prior
to each meeting; a formal agenda is produced for each meeting, and Board and
committee papers are expected to be distributed well before meetings take
place. Any Director may challenge Company proposals and decisions are taken
democratically after discussion. Any Director who feels that any concern
remains unresolved after discussion may ask for that concern to be noted in
the minutes of the meeting, which are then circulated to all Directors. Any
specific actions arising from such meetings are agreed by the Board or
relevant committee and then followed up by the Company's management.
The Board is responsible for the long-term success of the Company. There is a
formal schedule of matters reserved to the Board. It is responsible for
overall group strategy; approval of major investments; approval of the annual
and interim results; annual budgets; dividend policy; and Board structure. It
monitors the exposure to key business risks and reviews the annual budgets and
their performance in relation to those budgets. There is a clear division of
responsibility at the head of the Company. The Chairman is responsible for
running the business of the Board and for ensuring appropriate strategic focus
and direction. The CEO is responsible for proposing the strategic focus to the
Board, implementing it once it has been approved and overseeing the management
of the Company through the executive team.
The Board is supported by the Audit Committee, Nomination Committee and the
Remuneration Committee. Each committee has access to such resources,
information and advice as it deems necessary, at the cost of the Company, to
enable the committee to discharge its duties. The Remuneration Committee
ensures remuneration is aligned to the implementation of the Company strategy
and effective risk management, taking into account the views of shareholders
and is also assisted by executive pay consultants as and when required.
The Board as a whole is collectively responsible for promoting the success of
the Company by directing and supervising the Company's affairs. The role of
the Board is as follows: (http://www.escapehunt.com)
● (http://www.escapehunt.com) (http://www.escapehunt.com) To provide
direction and entrepreneurial leadership of the Company within a framework of
prudent and effective controls which enable risks to be appropriately assessed
and managed; (http://www.escapehunt.com)
● (http://www.escapehunt.com) (http://www.escapehunt.com) To set the
Company's strategic aims, ensure that the necessary financial and human
resources are in place for the Company to meet its objectives and review
management performance; (http://www.escapehunt.com)
● (http://www.escapehunt.com) (http://www.escapehunt.com) To
demonstrate ethical leadership, setting the Company's value and standards and
ensuring that its obligations to its shareholders and others are well
understood; (http://www.escapehunt.com)
● (http://www.escapehunt.com) (http://www.escapehunt.com) To create
a performance culture that drives value creation without exposing the Company
to excessive risk or value destruction; (http://www.escapehunt.com)
● (http://www.escapehunt.com) (http://www.escapehunt.com) To be
accountable, and make well-informed and high quality decisions based on a
clear understanding of the Company's broader goals and specific objectives;
(http://www.escapehunt.com)
● (http://www.escapehunt.com) (http://www.escapehunt.com) To create
the right framework for helping Directors meet their statutory duties under
the Companies Act 2006, and/or any other relevant statutory and regulatory
regimes; (http://www.escapehunt.com) and
● To promote its governance arrangements and embrace the evaluation
of their effectiveness.
Directors' Report (continued)
Build trust
10. Communicate how the Company is governed and is performing
by maintaining a dialogue with shareholders and other relevant stakeholders:
Dialogue with shareholders
The Group places considerable importance on effective communications with
shareholders.
The Group's communication strategy requires communication with shareholders
and other stakeholders in an open, regular and timely manner so that the
market has sufficient information to make informed investment decisions on the
operations and results of the Group. The strategy provides for the use of
systems that ensure a regular and timely release of information about the
Group is provided to shareholders.
The Group also posts all reports, stock exchange announcements and media
releases and copies of significant business presentations on the Company's
website: https://bsfenterprise.com/news/ (https://bsfenterprise.com/news/)
Constructive use of the AGM
The Board encourages full participation of shareholders at the AGM to ensure a
high level of accountability and understanding of the Group's strategy and
goals.
The Company provides information in the notice of AGM that is presented in a
clear, concise and effective manner. Shareholders are provided with the
opportunity to submit questions in relation to each resolution before they are
put to the vote and discussion is encouraged by the Board. The board will
publish a summary of any questions received which are of common interest,
together with a written response on the Company's website as soon as
practicable after the conclusion of the AGM and GM (as applicable).
Conflicts of interest
Min Yang, Geoffrey Baker and Dr Che Connon are directors of the Company and
are also directors of 3D Bio-Tissues Limited. Min Yang and Geoffrey
Baker are also directors of BSF Angel Funding Limited, a shareholder of the
Company. Dennis Ow has been appointed as an independent director of
the Company to manage any such conflicts of interests. Any matters on which
the Min Yang, Geoffrey Baker or Dr Che Connon have a conflict of interest will
be delegated to and considered by Dennis Ow.
Audit Committee
The Audit Committee has the primary responsibility of monitoring the quality
of internal controls to ensure that the financial performance of the Group
is properly measured and reported on. It receives and reviews reports from
the Group's management and external auditors relating to the interim and
annual accounts and the accounting and internal control systems in use
throughout the Group. The Audit Committee will normally meet not less than
three times in each financial year and has unrestricted access to the Group's
external auditors. In the year ended 30 September 2024, the Committee met
twice. The members of the Audit Committee comprises Dennis Ow (as Chairman)
and Min Yang.
Remuneration Committee
The Remuneration Committee reviews the performance of the Executive Director,
Chairman of the Board and senior management of the Group and make
recommendations to the Board on matters relating to their remuneration and
terms of service. The Remuneration Committee also makes recommendations to
the Board on proposals for the granting of share options and other equity
incentives pursuant to any employee share option scheme or equity incentive
plans in operation from time to time.
Directors' Report (continued)
The Remuneration Committee meets as and when necessary, but at least twice
each year. In exercising this role, the Directors have regard to the
recommendations put forward in the QCA Code and, where appropriate, the QCA
Remuneration Committee Guide and associated guidance. The members of the
Remuneration Committee comprise Geoff Baker (as Chairman) and Dennis
Ow.
Nomination Committee
The Nomination Committee leads the process for board appointments and makes
recommendations to the Board. The Nomination Committee evaluates the
balance of skills, experience, independence and knowledge on the board and,
in the light of this evaluation, prepares a description of the role and
capabilities required for a particular appointment.
The Nomination Committee meets as and when necessary, but at least twice
each year. The Nomination Committee comprises Geoff Baker (as Chairman) and
Dennis Ow.
The Directors are responsible for internal control in the Company and for
reviewing effectiveness. Due to the size of the Company, all key decisions are
made by the Board. The Directors have reviewed the effectiveness of the
Company's systems during the year under review and consider that there have
been no material losses, contingencies or uncertainties due to weaknesses in
the controls.
Details of the Company's business model and strategy are included in the
Chairman's Statement and Strategic Report.
Statement as to disclosure of information to auditors
The Directors confirm that:
● there is no relevant audit information of which the Company's
statutory auditor is unaware; and
● each Director has taken all the necessary steps he ought to have
taken as a Director in order to make himself aware of any relevant audit
information and to establish that the Company's statutory auditor is aware of
that information.
Auditors
The auditors, PKF Littlejohn LLP and have expressed their willingness to
continue in office and a resolution to reappoint them will be proposed at the
Annual General Meeting.
Approved on behalf of the Board of Directors by:
signed
………………………………..
Geoffrey Baker
Director
Date: 30 January 2025
Directors' Remuneration Report
The Company established a remuneration committee pursuant to the acquisition
of 3DBT in May 2022. Until then, the Company has not had a separate
remuneration committee. The Board has instead periodically reviewed the
quantum of Directors' fees, taking into account the interests of shareholders
and the performance of the Company and the Directors.
The items included in this report are unaudited unless otherwise stated.
The Directors who held office at 30 September 2024 and who had beneficial
interests in the Ordinary Shares of the Company are summarised as follows:
Name of Director Position
Dr Che Conon Chief Executive Officer
Geoffrey Baker Executive Director
Min Yang Non-Executive Chairman
Dennis Kian Jing Ow Non-Executive Director
Directors' letters of appointment
Min Yang and Geoffrey Baker were each appointed by the Company pursuant to
letters of appointment dated 18 July 2019 for a period of 12 months and
thereafter subject to termination by either party on three months' notice. Ms
Yang was appointed as Chairman. The Non-Executive Directors have agreed to
commit an equivalent of at least one day a week to the Company. The
Non-Executive Directors are not entitled to any other benefits other than the
reimbursement of their reasonable expenses. The letters of appointment are
governed by English law.
In May 2023, the Board considered the proposal that Geoffrey Baker's role and
remuneration be amended to take into account his increasing time commitment to
the Company. The remuneration committee approved the proposal to extended his
role to an executive position and increase in remuneration to £6,000 per
month.
In May 2024, the remuneration committee approved a proposal to amend his role
further ceasing the letter of appointment and entered into a Consultancy
Agreement with Gold Star Industry Ltd (a related entity of Geoffrey Baker) and
pay a consulting fee of £10,000 per month. On the same date, the remuneration
committee approved a proposal to extend Ms Yang's role further and increase
her remuneration from £2,500 to £6,000 per month.
With effect from 1 November 2024, the remuneration committee approved a
temporary reduction to £6,000 per month in the case of the consulting fee and
£2,000 per month in the case of Ms Yang, as a means of conserving Company
funds.
Dennis Ow was appointed as a non-executive Director pursuant to a letter of
appointment dated 2 August 2021 for an initial period of 12 months and
thereafter subject to termination by either party on three months' notice. Mr
Ow was not entitled to any remuneration pursuant to his letter of appointment.
The appointment letter contains no payment for early termination or profit
sharing or commission arrangements.
The letters of appointment of each of the non-executive Directors were amended
pursuant to side letters dated 26 April 2022, effective on Admission to
provide that each non-executive Director will be paid £30,000 per annum
(commencing on Admission). The amended appointment letters contain no payment
for early termination or profit sharing or commission arrangements.
Directors' Remuneration Report (continued)
Dr Che Connon entered into a service agreement with the Company dated 26 April
2022 under which Dr Che Connon is employed as the Chief Executive Officer of
the Company from Admission and thereafter until terminated by either party
giving 3 months' prior written notice.
Dr Che Connon receives an annual salary of £144,000. In May 2024, the
remuneration committee approved a proposal to extend Dr Che Connon's role
further and increase his remuneration from £10,000 to £12,000 per month.
Dr Che Connon is entitled to participate in the Restrictive Share Plan and the
EMI Option Plan but has not received any additional shares. He is also
entitled to the reimbursement of his reasonable expenses. Dr Che Connon is not
entitled to any benefits on termination of employment.
Shareholders' returns
The Company expects that any returns for shareholders would derive primarily
from capital appreciation of the Ordinary Shares and any dividends paid
pursuant to the Company's dividend policy set out below.
Dividend policy
The Company intends to pay dividends on the Ordinary Shares at such times (if
any) and in such amounts (if any) as the Board determines appropriate in its
absolute discretion and in accordance with requirements of the Companies Act
2006.
Prior to revenue generation, it is unlikely that the Company will have any
earnings but to the extent the Company has any earnings it is the Company's
current intention to retain any such earnings for use in its business
operations, and the Company does not anticipate declaring any dividends in the
foreseeable future. The Company will only pay dividends to the extent that to
do so is in accordance with all applicable laws.
During the year ended 30 September 2024, there were no dividends paid (2023:
nil).
Particulars of Directors' remuneration (audited) Totals
Year ended
Year ended Fees 30
30 September 2024 and salaries September
2024
£ £
Executive Directors
Dr Che Connon 130,000 130,000
Non-executive Directors
Geoff Baker 92,000 92,000
Min Yang 47,500 47,500
Dennis Ow 30,000 30,000
299,500 299,500
Directors' Remuneration Report (continued)
Totals
Year ended
Year ended Fees 30
30 September 2023 and salaries September
2023
£ £
Executive Directors
Dr Che Connon 109,732 109,732
Non-executive Directors
Geoff Baker 47,500 47,500
Min Yang 30,000 30,000
Dennis Ow 30,000 30,000
217,232 217,232
Statement of Directors' shareholding and share interests (audited)
The Directors who served during the year ended 30 September 2024, and their
interests in the Company's shares are disclosed in the Directors' Report.
There were no changes between the reporting date and the date of approval of
this report.
UK Remuneration percentage changes
Geoff Baker's fees were increased from £6,000 per month to a consulting fee
of £10,000 per month from May 2024, an increase of 66.66 per cent. This
increase reflected a substantial increase in his time commitment to the
Company.
Min Yang's fees were increased from £2,500 per month to £4,000 per month
from May 2024, an increase of 60 per cent. This increase reflected a
substantial increase in his time commitment to the Company from this date
There were no other changes to the level of remuneration in the year ended 30
September 2024
UK 10-year performance graph
The Directors have considered the requirement for a UK 10-year performance
graph comparing the Company's Total Shareholder Return with that of a
comparable indicator. The Directors do not currently consider that including
the graph will be meaningful because the Company has only been listed since
2017, is not paying dividends, is currently incurring losses as it gains scale
and has only recently completed its first acquisition. In addition, and as
mentioned above, the remuneration of Directors is not currently linked to
performance and we therefore do not consider the inclusion of this graph to be
useful to shareholders at the current time. The Directors will review the
inclusion of this table for future reports.
Directors' Remuneration Report (continued)
Consideration of shareholder views
The Board considers shareholder feedback received. This feedback, plus any
additional feedback received from time to time, is considered as part of the
Company's annual policy on remuneration.
Policy for salary reviews
The Company may from time to time seek to review salary levels of Directors,
taking into account performance, time spent in the role and market data for
the relevant role.
Other matters
None of the Directors hold options, warrants or any form of convertible
security in respect of Ordinary Shares. Save as set out above and below, there
is currently no intention for the Company to make incentivisation arrangements
for the Directors to be involved in the capital of the Company or otherwise
any employee share option arrangements.
On 16 May 2022, the Company resolved to adopt the Restricted Share Plan, which
will allow for the grant of shares to directors and selected employees
subject to restrictions and forfeiture risks which will be lifted after a
certain period. It is intended that participants will be executive
directors and senior employees of the Company. No more than 15% of the
issued share capital of the Company from time to time can be issued or
issuable under the plan and other grant of shares by the Company which are
subject to restrictions and forfeiture risks. A total of 7,798,491
shares were issued including 6,623,793 shares issued to directors. Further
details are set out in Note 18 to the Consolidated Financial Statements.
On 16 May 2022 the Company resolved to adopt the Employee Share Option Plan
("ESOP") which will allow for the grant of EMI options and non-approved share
options over shares in the Company to be granted to selected individuals. An
option will become exercisable at some future date and the participant will
then have the right to acquire shares at a price (the "option price") fixed
when the option was granted. The ESOP is administered by the board. Further
details are set out in Note 18 to the Consolidated Financial Statements.
In June 2024 options have been granted in respect of a total of 2,400,000 new
Ordinary Shares to employees of BSF and its subsidiaries. These new Options
represent, in aggregate, 2.23 per cent of the Company's current issued share
capital. The Options are exercisable at 15 pence per Ordinary Share. Of these
Options, 1,650,000 will vest on the 2nd anniversary of the date of grant and
750,000 options will vest on the 3rd anniversary of the date of grant. An
Option may be exercised from the third anniversary of the Date of Grant. An
Option shall not be exercisable more than ten years after the Date of Grant.
The Company does not pay pension amounts in relation to any of the Directors
remuneration. The Company has not paid out any excess retirement benefits to
any Directors.
Approved on behalf of the Board of Directors by:
signed
………………………………………….
Geoffrey Baker,
Director
Date: 30 January 2025
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the Group's
and Parent Company's 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
Group financial statements in accordance with UK-adopted International
Accounting Standards and Company financial statements under FRS 101, both in
conformity with the requirements of the Companies Act 2006. 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 the affairs of
the Company and the Group and of the profit or loss for that period.
In preparing these financial statements, the Directors are also required to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and accounting estimates that are reasonable and
prudent;
- state whether they have been prepared in accordance with UK-adopted
international accounting standards or UK Financial Reporting Standards and
with the requirements of the Companies Act 2006; and
- 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 Group's and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the Financial Statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Directors' responsibility statement pursuant to disclosure and Transparency
Rules
The Directors are responsible for preparing the Financial Statements in
accordance with the Disclosure and Transparency Rules of the United Kingdom's
Financial Conduct Authority ("DTR") and with UK-adopted International
Accounting Standards and with the requirements of the Companies Act 2006..
Each of the Directors, whose names and functions as listed in the Board of
Directors confirm that, to the best of their knowledge:
● the financial statements, prepared in accordance with UK-adopted
International Accounting Standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company;
● the Strategic and Directors' Report include a fair review of the
development and performance of the business and the financial position of the
Group and Parent Company, together with a description of the principal risks
and uncertainties that it faces; and
● the Annual Report and financial statements, taken as a whole, are
fair, balanced and understandable and provide the information necessary for
shareholders to assess the Group's and Parent Company's performance, business
model and strategy.
Statement of Directors' Responsibilities (continued)
Approved on behalf of the Board of Directors by:
signed
………………………………………….
Geoffrey Baker
Director
Date: 30 January 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BSF ENTERPRISE PLC
Opinion
We have audited the financial statements of BSF Enterprise Plc (the 'company')
and its subsidiaries (the 'group') for the year ended 30 September 2024 which
comprise the Consolidated Statement of Comprehensive Income, the Consolidated
and Company Statements of Financial Position, the Consolidated and Company
Statements of Changes in Equity, the Consolidated Statement of Cash Flows and
notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of
the group financial statements is applicable law and UK-adopted international
accounting standards. The financial reporting framework that has been applied
in the preparation of the company financial statements is applicable law and
United Kingdon Accounting standards, including FRS 101 Reduced Disclosure
Framework (United Kingdom Generally Accepted Accounting Practice) and as
applied in accordance with the provisions of the companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state of
the group and of the parent company's affairs as at 30 September 2024 and of
the group's loss for the year then ended;
· the group's financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting Practice; and
· the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that
it will be necessary for the group to obtain additional funding through
financial arrangements or the issue of equity in order to continue as a going
concern. As stated in note 2, these events or conditions, along with the other
matters as set forth in note 2, indicate that a material uncertainty exists
that may cast significant doubt on the group's and parent company's ability to
continue as a going concern. Our opinion is not modified in respect of this
matter.
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group's and parent company's ability to continue to adopt
the going concern basis of accounting included:
· Performing mathematical accuracy of the cashflow forecasts
scenarios prepared by management.
· Challenging the inputs and assumptions used in the forecasts
prepared by management to assess the group's and company's ability to meet
financial obligations as they fall due for a period of at least twelve months
from the date of approval of the financial statements.
· Corroborating the committed cash flows against contractual
arrangements and historic information and compared general budgeted overheads
to current run rates.
· Identifying and evaluating subsequent events which affect going
concern and evaluating the likelihood of occurrence of forecasted inflows.
· Stress-testing the forecasted cash flows by increasing
expenditures, as well as critically reviewing committed versus non committed
expenditure, in order to evaluate the likelihood of potential downside
scenarios that may have an impact on headroom.
· Comparing actual results for the year to previous budgets to assess
the accuracy of management's forecasting.
· Reviewing post year end information such as minutes of board
meetings and Regulatory News Service (RNS) announcements.
· Reviewing post year end cash position as at 27 January 2025 and
compared this against the forecasted position.
· Discussing with management as to the strategies that they are
pursuing to secure further funding if and when required. Considering
management's past history in relation to the ability to raise funds.
· Assessing the adequacy of the disclosures in respect of going
concern including the uncertainty over the ability to raise additional funds.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and on the financial statements as a whole.
Based on our professional judgement, the materiality for the group financial
statements as a whole was calculated based on 3% of loss before tax (2023: 2%
of net assets). We consider loss before tax to be the most significant
determinant of the group's financial performance as the movement in net asset
balances is based on the loss incurred in the year. Materiality of the
parent company was based on 1% of net assets (2023:2% of net assets) capped
based the allocation of materiality for the whole group and was below the
group materiality.
Whilst the materiality for the group financial statements as a whole was
£53,000 (2023: £47,000), the significant components of the group were
audited to a lower level of materiality. The parent company materiality was
£34,400 (2023: £46,000), with other components being audited to a
materiality of £27,800 (2023: £32,000). These materiality levels were used
to determine the financial statement areas that are included within the scope
of our audit work and the extent of sample sizes during the audit.
Performance materiality is the application of materiality at the individual
account or balance level set at an amount to reduce to an appropriately low
level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality. Performance materiality was set at 75%
(2023: 70%) for the group and 65% (2023: 70%) for the parent company, equating
to £39,750 (2023: £32,900) and £25,800 (2023: £32,200) respectively, based
upon our assessment of the risk of misstatement.
We agreed with management that we would report to the audit committee all
individual audit differences identified during the course of our audit in
excess of £2,650 (2023: £2,350) for the group financial statements and
£2,580 (2023: £2,300) for the parent company financial statements. We also
agreed to report differences below these thresholds that, in our view
warranted reporting on qualitative grounds.
Our approach to the audit
Our group audit scope focused on the group's principal operating location
being Newcastle which was subject to a full scope audit. Together with the
parent company, which was also subject to a full scope audit, these represent
the significant components of the group.
Entities subject to full scope audits account for 99% of the total assets.
The audits of each of the significant components were performed in the United
Kingdom. All of the audits were conducted by PKF Littlejohn LLP.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Valuation of goodwill on acquisition of 3D Bio Tissues Limited (Note 10, Note
3)
The Group carries a material amount of goodwill amounting to £2.5m (2023: Our work in this area included but was not limited to:
£2.5m), relating to the subsidiary undertaking acquired in 2022, 3D
Bio-Tissues Limited. · Discussing with management their impairment assessment of goodwill
and challenging the assumptions for reasonableness.
3D Bio-Tissues Limited is in the early stages of their research and
development. Though there are multiple products currently under development, · We note that the goodwill was attributable to the acquired
there is uncertainty around the ability of one or more products to become workforce, anticipated future profit from expansion opportunities and
commercial. synergies of the enlarged business. We challenged whether the workforce
originally acquired is still employed in the company.
There is a significant risk of overstatement of goodwill due to the fact that
the investments are loss making. · Challenging whether the new products within the new subsidiaries
are relevant to the carrying value of the goodwill balance as this arose on
Given the aforementioned, goodwill may be impaired, and management need to the acquisition of 3D Bio-Tissues Limited. We confirmed that the products have
include significant estimates and judgements in their goodwill impairment been developed using the technology and know-how of the acquired workforce or
assessment and as such the valuation of goodwill was deemed to be a key audit through the use of 3DBT's cell booster City-Mix.
matter.
· Challenging the stage of development in the range of products and
what has changed in the year (and post year end).
· Considering the Group's ability to obtain additional funding and
review post year end activity and management plans for additional fundraising
in order to fund additional activities.
· Evaluating the presentation and disclosure in the financial
statements.
Key observations :
We are satisfied with management's assessment that no impairment charge is
necessary in respect of the goodwill balance.
Carrying value of the investment in and loans due from subsidiary companies in
the parent company (Note 5 to the parent company financial statements)
The carrying value of the investment in and loans due from subsidiary Our work in this area included but was not limited to:
undertakings is the most significant balance in the company financial
statements at £4.9m (2023: £3.9m). · Reviewing ownership documents for investment in subsidiaries held
by the company.
Under International Accounting Standard 36 'Impairment of Assets' ('IAS 36'),
companies are required to assess whether there is any indication that an asset · Reviewing the investment balances for any indicators of impairment
may be impaired at each reporting date. in accordance with IAS 36, including a review of the underlying net asset
balances in the related entity.
The carrying value of investment in subsidiary (3D Bio Tissues Limited) is
ultimately dependent on the value of the underlying assets and the · Obtaining management's assessment of the recoverability of these
subsidiary's ability to generate future cash flows. Since 3D Bio-Tissues balances and corroborating as well as challenging the key assumptions made by
Limited is in the research and development phase, it is difficult to management in arriving at their conclusions. These assumptions included the
definitively determine the value of the investment, therefore is a risk that expectation that the commercialisation of the subsidiaries' research and
the investment and loan balances are not fully recoverable. development activities will be realised and grow over time.
Recoverability of the investments in subsidiary is based on significant · Considering the carrying value of the investments against the
judgments and estimates made by the directors and as such the carrying value market capitalisation of the company.
of investments was deemed to be a key audit matter.
· Evaluating the presentation and disclosure in the financial
statements.
Key observations:
We are satisfied with management's assessment that no impairment charge is
necessary in respect of the investments in and loans to the investments in
subsidiaries.
Other information
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the company financial statements and the part of the directors'
remuneration report to be audited are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group and company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent financial statements, the directors are
responsible for assessing the group's and 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 company or to cease operations, or
have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the company and the sector in which
it operates to identify laws and regulations that could reasonably be expected
to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry
research, application of cumulative audit knowledge and experience of the
sector.
· We determined the principal laws and regulations relevant to the
company in this regard to be those arising from :
o Companies Act 2006;
o UK-adopted International accounting standards;
o Listing rules; and
o Disclosure Guidance and Transparency Rules
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the company
with those laws and regulations. These procedures included, but were not
limited to:
o Enquiries of management;
o Review of Board minutes and regulatory news service announcements; and
o Review of legal and professional fees.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, the potential of management bias was identified in relation to
the impairment of goodwill and the carrying value of investments and we
addressed this by challenging the assumptions and judgements made by
management when auditing that significant accounting estimate.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
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.
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
(http://www.frc.org.uk/auditorsresponsibilities)
(http://www.frc.org.uk/auditorsresponsibilities)
(http://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for)
(https://www.frc.org.uk/auditors/audit-assurance/standards-and-guidance/2010-ethical-standards-for-auditors-(1))
. This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board on 21 November 2019 to audit the group and
parent company financial statements for the period ending 30 September 2019
and subsequent financial periods. Our total uninterrupted period of engagement
is 6 years, covering the periods ending 30 September 2019 to 30 September
2024.
.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee.
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 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.
signed
Daniel Hutson (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
30 January 2025
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2024
Year ended 30 September Year ended 30 September
2024 2023
Note £ £
Continuing operations
Revenue 4 57,821 12,942
Cost of sales 6 (84,465) (71,324)
Gross loss (26,644) (58,382)
Other income 5 158,688 87,226
Administrative expenses 6 (1,923,404) (1,599,152)
Operating loss (1,791,360) (1,570,308)
Finance expense - right-of use lease liabilities (6,204) (10,141)
13
Interest received 58 -
Loss before taxation (1,797,506) (1,580,449)
Taxation credit 8 125,215 79,407
Loss for the year (1,672,291) (1,501,042)
Other comprehensive income for the year - -
Total comprehensive income for the year attributable to the equity owners (1,672,291) (1,501,042)
Earnings per share
Basic and diluted (pence per share) 9 (1.62) (1.59)
There are no items of other comprehensive income.
The accompanying notes form an integral part of these consolidated financial
statements.
Consolidated Statement of Financial Position as at 30 September 2024
(Registered number 11554014)
2024 2023
Note £ £
Assets
Non-current assets
Property, plant and equipment 11 81,055 105,032
Right-of-use assets 12 72,041 147,801
Intangible assets 10 2,485,290 2,485,290
Total non-current assets 2,638,386 2,738,123
Current assets
Cash and cash equivalents 14 637,656 2,319,061
Trade and other receivables 16 157,023 157,612
Inventory 15 62,392 45,811
Total current assets 857,071 2,522,484
Total assets 3,495,457 5,260,607
Equity and liabilities
Capital and reserves
Share capital - issued and fully paid 18 955,384 955,384
Share capital - issued but unpaid 18 77,985 77,985
Share premium 18 6,292,888 6,292,888
Share-based payment reserve 18 38,478 34,785
Retained deficit (4,174,353) (2,502,062)
Total equity 3,190,382 4,858,980
Liabilities
Current liabilities
Trade and other payables 17 147,332 166,764
Taxes and social security 64,293 57,973
Lease liabilities 13 78,050 78,883
289,675 303,620
Non-current liabilities
Lease liabilities 13 - 78,051
Deferred tax 8 15,400 19,956
15,400 98,007
Total liabilities 305,075 401,627
Total equity and liabilities 3,495,457 5,260,607
The accompanying notes form an integral part of these consolidated financial
statements. This report was approved by the Board of Directors and authorised
for issue on 30 January 2025 and signed on its behalf by:
……………………………
Geoffrey Baker, Director
Consolidated Statement of Changes in Equity for the year ended 30 September 2024
Share capital issued and paid up Share capital issued and unpaid Share premium Share-based payment reserve Retained deficit Total
£ £ £ £ £ £
As at 1 October 2022 781,884 77,985 3,711,576 12,537 (1,001,020) 3,582,962
Comprehensive income for the year
Loss for the year - - (1,501,042) (1,501,042)
- -
Total comprehensive loss for the year - - (1,501,042) (1,501,042)
- -
Issue of shares 173,500 - 2,775,000 - - 2,948,500
Issue of warrants - (22,248) - -
- 22,248
Share issue costs - (171,440) - (171,440)
- -
Transactions with shareholders 173,500 2,581,312 - 2,777,060
- 22,248
As at 30 September 2023 955,384 6,292,888 (2,502,062) 4,858,980
77,985 34,785
Comprehensive income for the year
Loss for the year - - (1,672,291) (1,672,291)
- -
Total comprehensive loss for the year - - (1,672,291) (1,672,291)
- -
Share-based payment expense - - - 3,693 - 3,693
Transactions with shareholders - - - 3,693 - 3,693
As at 30 September 2024 955,384 77,985 6,292,888 38,478 (4,174,353) 3,190,382
The accompanying notes form an integral part of these consolidated financial
statements.
Consolidated Statement of Cash Flows
for the year ended 30 September 2024
Year ended 30 September Year ended 30 September
2024 2023
Note £ £
Cash flow from operating activities
Loss after tax (1,672,291) (1,501,042)
Taxation (125,215) (79,407)
Depreciation 111,760 109,073
Share-based payment expense 18 3,693 -
Tax received 120,659 119,350
Changes in working capital:
(Decrease) / increase in trade and other payables (13,112) 26,022
Decrease / (increase) in receivables 588 (29,774)
Increase in inventory (16,581) (23,956)
Net cash used in operating activities (1,590,499) (1,379,734)
Cash flow from investing activities
Acquisition of plant and equipment 11 (12,023) (64,848)
Net cash used in investing activities (12,023) (64,848)
Cash flow from financing activities
Issue of shares 18 - 2,948,500
Costs of share issues - (171,440)
Repayment of lease liabilities 13 (78,883) (74,946)
Net cash from financing activities (78,883) 2,702,114
Net cash flow for the year (1,681,405) 1,257,532
Cash and cash equivalents at beginning of the year 14 2,319,061 1,061,529
Cash and cash equivalents at end of the year 14 637,656 2,319,061
No net debt reconciliation is provided as the Group has no debt.
The accompanying notes form an integral part of these consolidated financial
statements.
Notes to the Financial Statements
1. General information
The Company is a public limited liability company, listed on the London Stock
Exchange, incorporated and registered in England and Wales on 5 September 2018
with registered company number 11554014. The principal activity of the Company
is to undertake the acquisition of businesses in the biotechnology, innovative
marketing and e-commerce sectors. The address of the registered office is 2
Portman Street, London W1H 6DU.
On 16 May 2022, the Company completed the acquisition of the entire issued
share capital of 3D Bio-Tissues Limited ("3DBT"), (together, the "Group"), a
biotechnology start-up and spin-out from the University of Newcastle. 3DBT has
developed a propriety platform technology termed "tissue templating" that
facilitates the production of a variety of animal tissue types for multiple
uses, commonly referred to as "tissue engineering".
The Company has a standard listing on the London Stock Exchange. The
Company's Ordinary Shares commenced trading on the OTCQB Venture Market in
the United States on 24 May 2023, under the symbol BSFAF.
The consolidated financial statements include the financial statements of the
Company and its subsidiary companies (the "Group") as follows:
Name Place of incorporation Registered address Principal activity Effective interest
30.09.2024 30.09.2023
3D Bio-Tissues Limited England and Wales The Biosphere Draymans Way, Newcastle Helix, Newcastle Upon Tyne, NE4 5BX Biotechnology start-up 100% 100%
BSF Enterprise (Hong Kong) Limited Hong Kong 11/F Times Tower, 391-407 Jaffe Road, Causeway Bay Hong Kong Biotechnology start-up 100% 100%
Kerato Limited England and Wales The Biosphere Draymans Way, Newcastle Helix, Newcastle Upon Tyne, NE4 5BX Lab-grown cornea research 100% -
Cultivated Meat Technologies Limited England and Wales The Biosphere Draymans Way, Newcastle Helix, Newcastle Upon Tyne, NE4 5BX Lab-grown meat research 100% n/a
Lab-Grown Leather Limited England and Wales The Biosphere Draymans Way, Newcastle Helix, Newcastle Upon Tyne, NE4 5BX Development of skin technology 100% -
Each of the Company's UK subsidiaries are exempt from the requirement to have
an audit under the exemption available under s479A of the Companies Act 2006.
2. Accounting policies
The principal accounting policies applied in the preparation of the financial
statements are set out below. These policies have been consistently applied to
the period presented, unless otherwise stated.
a) Basis of preparation
The financial statements have been prepared in accordance with UK-adopted
International Accounting Standards and with the requirements of the Companies
Act 2006. The financial statements have been prepared using the historical
cost basis.
The financial statements are presented in British Pounds Sterling, the
currency of the primary economic environment in which the Company operate and
its functional currency.
The financial statements are presented in £ unless otherwise stated.
b) New standards, amendments to standards and interpretations:
There were no new standards or interpretations impacting the Group that have
been adopted in the annual financial statements for the year ended 30
September 2024, and which have given rise to changes in the Group's accounting
policies.
Standards and interpretations in issue but not yet effective or not yet
relevant
At the date of authorisation of these financial statements the following
Standards and Interpretations which have not been applied in these financial
statements were in issue but not yet effective:
Effective annual
periods beginning
before or after
IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback) 1(st) January 2024
IAS 1 Presentation of Financial Statements (Amendment - classification of 1(st) January 2024
Liabilities as Current or Non-current)
IAS 1 Presentation of Financial Statements (Amendment - Non-current Liabilities with 1(st) January 2024
Covenants)
IFRS 7 and IAS 7 Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and 1st January 2024
IFRS 7 Financial Instruments: Disclosures)
IAS 21 Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in 1st January 2025
Foreign Exchange Rates)
The Company intends to adopt these Standards for the respective financial
years beginning after the effective dates.
The Directors do not anticipate the adoption of any of these standards issued
by the IASB, but not yet effective, to have a material impact on the financial
statements of the Company.
c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and its subsidiaries made up to the end of the reporting period. A
subsidiary is an entity over which the Group has control. The Group controls
an investee if the Group has power over the investee, exposure to variable
returns from the investee, and the ability to use its power to affect those
variable returns.
The consolidated financial statements present the results of the Company and
its subsidiaries as if they formed a single entity. Inter-company balances and
transactions between Group companies are therefore eliminated in full. The
financial information of subsidiaries is included in the Group's financial
statements from the date that control commences until the date that control
ceases.
Under the acquisition method, the results of subsidiaries are included from
the date of acquisition. At the date of acquisition, the fair values of the
net assets of subsidiaries have been determined and these values are reflected
in the Consolidated Financial Statements. The cost of acquisition is measured
at the aggregate of the fair value of the consideration paid by the Company,
at the date of acquisition, in exchange for control of the acquiree. Any
excess of the purchase consideration of the business combination over the fair
value of the identifiable assets and liabilities acquired is recognised as
goodwill. Goodwill, if any, is not amortised but reviewed for impairment at
least annually. If the consideration is less than the fair value of assets and
liabilities acquired, the difference is recognised directly in the statement
of comprehensive income.
Acquisition-related costs are expensed as incurred.
d) Going concern
The financial position of the Group, its cash flows and liquidity position are
set out in these financial statements. As at 30 September 2024, the Group had
cash and cash £667,000 of cash and cash equivalents.
The Group has prepared monthly cash flow forecasts based on reasonable
estimates of key variables including operating costs and capital expenditure
through to March 2026 that supports the conclusion of the Directors that they
expect sufficient funding to be available to meet the Group's anticipated cash
flow requirements to this date.
These cashflow forecasts are subject to a number of risks and uncertainties,
in particular the ability of the Group to achieve additional funding to
support the planned levels of expenditure.
Management has performed detailed analyses of these forecasts to assess the
economic impact of various downside scenarios from a going concern
perspective. Based on the financial and operational performance analysis and
reviews done for the period up to January 2025 the Company is operating in
line with its budget in terms of costs.
The assessment as to whether the going concern basis is appropriate has also
taken into account all information available up to the date of authorisation
of these financial statements.
The Group will need additional funding to finance ongoing operations. There
can be no guarantee that sufficient funds will be raised and this creates a
material uncertainty that may cause significant doubt about the going concern
basis of the Group. The Board is confident however that sufficient additional
capital will be raised to ensure adequate funds are available to the Group.
The Board has therefore concluded that the going concern basis remains
appropriate in the preparation of these Consolidated Financial Statements due
to the anticipated availability of sufficient financial resources in the 12
months from the date of the financial statements.
e) Segment reporting
IFRS 8 defines operating segments as those activities of an entity about which
separate financial information is available and which are evaluated by the
Board of Directors to assess performance and determine the allocation of
resources. The Board of Directors is of the opinion that under IFRS 8 the
Group has only one operating segment, being that of biotechnology. The
Company was incorporated in 2018 with the objective of creating value for its
shareholders through an acquisition-led growth strategy with a focus on
acquiring businesses in the biotechnology, innovative marketing and e-commerce
sectors. The acquisition of 3DBT is an integral part of the Group's strategy
for this sector. The operations of the Company, 3DBT, Kerato, CMT and LGL are
within the UK whilst those of BSF (Hong Kong) Limited, which are not yet
significant, are conducted in Hong Kong.
The Board of Directors assesses the performance of the operating segment using
financial information that is measured and presented in a manner consistent
with that in the Financial Statements. Segmental reporting will be reviewed
and considered in light of the development of the Group's business over the
next reporting period.
f) Revenue
The Group's revenue represents the fair value of the consideration received or
receivable for the rendering of services and sale of goods, net of value added
tax.
Revenue is recognised at an amount that reflects the consideration to which
the entity expects to be entitled in exchange for transferring goods or
services to a customer net of sales taxes and discounts.
A performance obligation may be satisfied at a point in time or over time. The
amount of revenue recognised is the amount allocated to the satisfied
performance obligation.
(i) Performance obligations and timing of revenue recognition
Sales of goods
The Group derives revenue from selling consumables with revenue recognised at
a point in time when control of the goods has transferred to the customer.
Revenue from sales of consumables to consumers is recognised when the order is
despatched. There is limited judgement needed in identifying the point at
which the performance obligation is satisfied.
Provision of services
The Group enters into contracts for the provision of research services with
its customers. Research revenues are recognised as the services are performed
and the obligations are discharged, or if there are no key performance
obligations, straight line over the relevant period. This method best
depicts the transfer of services to the customer as there is no reliable
prediction that can be made as to if and when any individual customer will
require the service.
(ii) Determining the transaction price
Most of the Group's revenue is derived from fixed price contracts and
therefore the amount of revenue to be earned from each contract is determined
by reference to those fixed prices.
(iii)Allocating amounts to performance obligations
For most contracts, there is a fixed unit price for each service or product
sold. Therefore, there is no judgement involved in allocating the contract
price to each sale.
g) Grants receivable
The Group recognises grant income only when there is reasonable assurance that
the entity will comply with the conditions attached to them and the grants
will be received. Grants are recognised in profit or loss on a systematic
basis over the periods in which the entity recognises as expenses the related
costs for which the grants are intended to compensate.
h) Employee benefits
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis
and are expensed as the related service is provided. A liability is recognised
for the amount expected to be paid under short-term cash bonus or
profit-sharing plans if the Group has a present legal or constructive
obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
Long-term benefits
Defined contribution plans
The income statement expense for the defined contribution pension plans
operated represents the contributions payable for the year. Once the
contributions have been paid, the Group has no further liabilities in respect
of the defined contribution plans.
i) Property, plant and equipment
Property and equipment are stated at cost less accumulated depreciation and
impairment losses, if any. The cost of an item of property, plant and
equipment initially recognised includes its purchase price and any cost 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 the
Group.
Property, plant and equipment are generally depreciated on a straight-line
basis over their estimated useful live as follows:
Plant and equipment: 20 per cent. straight line
Depreciation methods, useful lives and residual values are reviewed at
each balance sheet date.
j) Intangible assets
Goodwill
Goodwill represents the amount by which the fair value of the cost of a
business combination exceeds the fair value of the net assets acquired.
Goodwill is not amortised and is stated at cost less any accumulated
impairment losses.
The recoverable amount of goodwill is tested for impairment annually or when
events or changes in circumstance indicate that it might be impaired.
Impairment charges are deducted from the carrying value and recognised
immediately in the income statement. For the purpose of impairment testing,
goodwill is allocated to each of the Group's cash generating units expected to
benefit from the synergies of the combination. If the recoverable amount of
the cash generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit. An
impairment loss recognised for goodwill is not reversed in a subsequent
period.
k) Research and development expenditure
Research expenditure is recognised as an expense when it is incurred.
Development expenditure is recognised as an expense except that costs incurred
on development projects are capitalised as long-term assets to the extent that
such expenditure is expected to generate future economic benefits. Development
expenditure is capitalised if, and only if an entity can demonstrate all of
the following:-
(i) its ability to measure reliably the expenditure attributable to the
asset under development;
(ii) the product or process is technically and commercially feasible;
(iii) its future economic benefits are probable;
(iv) its ability to use or sell the developed asset; and
(v) the availability of adequate technical, financial and other resources to
complete the asset under development.
Capitalised development expenditure is measured at cost less accumulated
amortisation and impairment losses, if any. Development expenditure initially
recognised as an expense is not recognised as assets in subsequent periods.
No amounts were capitalised in the year.
l) Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The
right-of-use asset is measured at cost, which comprises the initial amount of
the lease liability, adjusted for, as applicable, any lease payments made at
or before the commencement date net of any lease incentives received, any
initial direct costs incurred, and an estimate of costs expected to be
incurred for dismantling and removing the underlying asset, and restoring the
site or asset.
Right-of-use assets are depreciated on a straight-line basis over the
unexpired period of the lease or the estimated useful life of the asset,
whichever is the shorter. Right-of use assets are subject to impairment or
adjusted for any re-measurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding
lease liability for short-term leases with terms of 12 months or less and
leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
m) Leases
The determination of whether an arrangement is, or contains, a lease is based
on the substance of the arrangement at inception date: whether fulfilment of
the arrangement is dependent on the use of a specific asset or assets or the
arrangement conveys a right to use the asset.
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
● leases of low value assets; and
● leases with a duration of 12 months or less.
Identifying leases
The Group accounts for a contract, or a portion of a contract, as a lease when
it conveys the right to use an asset for a period of time in exchange for
consideration. Leases are those contracts that satisfy the following criteria:
● there is an identified asset;
● the Group obtains substantially all the economic benefits from use
of the asset; and
● the Group has the right to direct use of the asset.
The Directors consider whether the supplier has substantive substitution
rights. If the supplier does have those rights, the contract is not identified
as giving rise to a lease.
In determining whether the Group obtains substantially all the economic
benefits that arise from use of the asset, the Directors consider only the
economic benefits that arise from use of the asset, not those incidental to
legal ownership or other potential benefits.
In determining whether the Group has the right to direct use of the asset, the
Directors consider whether the Group directs how and for what purpose the
asset is used throughout the period of use. If there are no significant
decisions to be made because they are pre-determined due to the nature of the
asset, the Directors consider whether the Group was involved in the design of
the asset in a way that predetermines how and for what purpose the asset will
be used throughout the period of use. If the contract or portion of a contract
does not satisfy these criteria, the Group applies other applicable IFRSs
rather than IFRS 16 "Leases".
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Group's incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also
includes:
● amounts expected to be payable under any residual value guarantee;
● the exercise price of any purchase option granted in favour of the
company if it is reasonably certain to assess that option; and
● any penalties payable for terminating the lease, if the term of
the lease has been estimated on the basis of termination option being
exercised.
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to make over the revised term, which are discounted at
the same discount rate that applied on lease commencement. The carrying value
of lease liabilities is similarly revised when the variable element of future
lease payments dependent on a rate or index is revised. In both cases an
equivalent adjustment is made to the carrying value of the right-of-use asset,
with the revised carrying amount being amortised over the remaining (revised)
lease term.
n) Taxation
Tax currently payable is based on taxable profit for the year. Taxable profit
differs from profit as reported in the income statement because it excludes
items of income and expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have been enacted
or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Company is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
year when the liability is settled, or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.
o) Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the statement of
financial position of the Company when it arises or when the Company becomes
part of the contractual terms of the financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the
following conditions are met:
- the asset is held within a business model whose objective is to
collect contractual cash flows; and
- the contractual terms of the financial asset generating cash flows
at specified dates only pertain to capital and interest payments on the
balance of the initial capital.
Financial assets which are measured at amortised cost, are measured using the
Effective Interest Rate Method (EIR) and are subject to impairment. Gains and
losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the effective interest
rate method include current borrowings and trade and other payables that are
short term in nature. Financial liabilities are derecognised if the Company's
obligations specified in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the effective
interest rate ("EIR"). The EIR amortisation is included as finance costs in
profit or loss. Trade payables other payables are non-interest bearing and are
stated at amortised cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
- the rights to receive cash flows from the asset have expired, or
- the Group has transferred its rights to receive cash flows from the
asset or has undertaken the commitment to fully pay the cash flows received
without significant delay to a third party under an arrangement and has either
(a) transferred substantially all the risks and the assets of the asset or (b)
has neither transferred nor held substantially all the risks and estimates of
the asset but has transferred the control of the asset.
Impairment
The Group recognises a provision for impairment for expected credit losses
regarding all financial assets. Expected credit losses are based on the
balance between all the payable contractual cash flows and all discounted cash
flows that the Group expects to receive. Regarding trade receivables, the
Group applies the IFRS 9 simplified approach in order to calculate expected
credit losses. Therefore, at every reporting date, provision for losses
regarding a financial instrument is measured at an amount equal to the
expected credit losses over its lifetime without monitoring changes in credit
risk. To measure expected credit losses, trade receivables and contract assets
have been grouped based on shared risk characteristics.
Trade and other receivables
Trade and other receivables are initially recognised at fair value when
related amounts are invoiced then carried at this amount less expected credit
losses.
IFRS 9 "Financial Instruments" requires an expected credit loss model as
opposed to an incurred credit loss model under IAS 39 "Financial Instruments:
Recognition and Measurement". The expected credit loss (ECL) model requires
the Group to account for expected credit losses and changes in those expected
credit losses at each reporting date to reflect changes in credit risk since
initial recognition of the financial assets. The credit event does not have to
occur before credit losses are recognised. IFRS 9 "Financial Instruments"
allows for a simplified approach for measuring the loss allowance at an amount
equal to lifetime expected credit losses for trade receivables and contract
assets.
The Group has one type of financial asset subject to the expected credit loss
model: trade receivables.
The Group recognises a loss allowance for expected credit losses on trade
receivables. The amount of expected credit losses is updated at each reporting
date to reflect changes in credit risk since initial recognition of the
respective financial instrument.
The expected credit losses are estimated using a provision based on the
Group's historical credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions and an assessment of both
the current as well as the forecast direction of conditions at the reporting
date, including time value of money where appropriate.
As the Group is at an early stage and the volume of sales is very low, it does
not have significant amounts of historic information on credit losses.
Accordingly, only specific provisions have been made. To analyse and adjust
for any expected credit loss would likely skew the reported results for the
year.
The Group considers a financial asset in default when contractual payments are
between 30 to 180 days past due. However, in certain cases, the Group may also
consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding
contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows.
Cash and cash equivalents
The Group considers any cash on short-term deposits and other short-term
investments to be cash equivalents.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce its exposure to credit risk. The Group will only keep its
holdings of cash and cash equivalents within institutions which have a strong
credit rating.
Trade payables
These financial liabilities are all non-interest bearing and are initially
recognised at the fair value of the consideration payable.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
based on the first-in-first-out principle and includes expenditure incurred in
acquiring the inventories and other costs in bringing them to their existing
location and condition.
Provisions
A provision is recognised when the Group has a present obligation, legal or
constructive, as a result of a past event and it is probable that an outflow
of resources embodying economic benefits will be required to settle the
obligation, and a reliable estimate can be made. Provisions are reviewed at
each reporting date and adjusted to reflect the current best estimate. If it
is no longer probable that an outflow of economic resources will be required
to settle the obligation, the provision is reversed. Where the effect of the
time value of money is material, provisions are discounted using a current
pre-tax rate that reflects, where appropriate, the risks specific to the
liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as an interest expense.
Contingent liabilities
Contingent liabilities are possible obligations whose existence depends on the
outcome of uncertain future events or present obligations where the outflow of
resources is uncertain or cannot be measured reliably. Contingent liabilities
are not recognised in the Group's Financial Statements but are disclosed
unless they are remote.
p) Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the Company after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds received net of
direct issue costs.
Ordinary shares are classified as equity.
Share capital account represents the
nominal value of the shares issued.
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax
benefits.
Accumilated losses include all current and prior period results as disclosed
in the Statement of Comprehensive Income.
q) Earnings per share
Basic earnings per share is calculated by dividing:
● The loss attributable to owners of the Company, excluding any
costs of servicing equity other than Ordinary Shares;
● By the weighted average number of Ordinary Shares outstanding
during the financial period.
3. Critical accounting estimates and judgements
Preparation of financial information in conformity with UK-adopted
International Accounting Standards requires management to make judgements,
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses. The
estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily apparent from
other sources.
The key estimates and underlying assumptions concerning the future and other
key sources of estimation uncertainty at the statement of financial position
date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial period
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. In particular:
Key judgements
Impairment reviews
IFRS requires management to undertake an annual test for impairment of
indefinite lived assets and, for finite lived assets, to test for impairment
if events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. No such circumstances have come to management's
attention since the acquisition of 3DBT.
The Group prepares and approves a detailed annual budget and longer-term
strategic plan for its operations, which are used in the impairment reviews.
Goodwill of £2,485,290 relating to the acquisition of 3DBT was allocated to
the 3DBT business and represents a Cash Generating Unit ("CGU") and reviewed
for impairment as of the reporting date. Management considers that that there
are no events or changes in circumstances which would indicate that the
carrying amount of goodwill may not be recoverable. Accordibgly, no
impairment losses have been recognised in profit or loss
Research and development costs
No amounts of research and development costs were capitalised in the year
ended 30 September 2024 (30 September 2023: £nil).
Research expenditure is recognised in the "Statement of Comprehensive Income"
in the period in which it is incurred. Development expenditure is recognised
in the "Statement of Comprehensive Income" in the period in which it is
incurred unless it is probable that economic benefits will flow to the Group
from the asset being developed, the cost of the asset can be reliably measured
and technical feasibility can be demonstrated, in which case it is capitalised
as an intangible asset on the statement of financial position.
Initial capitalisation of costs is based on the Directors' judgement that
technological and economic feasibility of the asset is confirmed, usually when
a development project has reached a defined milestone according to an
established project management model. In determining the amounts to be
capitalised, the Directors have made assumptions regarding the expected future
cash generation of the project, discount rates to be applied and the expected
period of benefits. Capitalisation ceases when the asset being developed is
ready for use.
The Company has undertaken an assessment of the specific IAS 38 criteria and
has concluded that these requirements have not been met. In particular, in
relation to the CityMix product, the product is still at the testing phase
with customers and sales to date, which have been at a minimal level, relate
to in-house testing by potential customers. The current forecasts prepared by
the Company have not anticipated significant revenues as the testing is not
complete and there are no sales contracts agreed or in negotiation which would
support significant sales levels. Accordingly, the Company does not consider
that the capitalisation criteria for development expenditure have not been met
and all such expenditure has been expensed to profit and loss.
Cost of internally generated intangible assets comprise of directly
attributable costs necessary to create, produce, and prepare the asset to be
capable of operating in the manner intended by the company. More specifically,
time spent that is eligible for capitalisation includes time that is intrinsic
to the development of know-how. Development costs that do not meet the above
criteria are expensed as it is incurred.
Issue of restricted shares
The Company recognised a deemed cost of issuing restricted shares of £175,587
in the year ended 30 September 2022. The Company applied a fair value discount
to the issue price of restricted shares based on the lack of marketability
over the three-year restriction period. The Directors assessed the fair value
to be 3.25 pence per share, a discount of 4.12 pence per share (approximately
56%) to the market value of ordinary shares at the time of issue. Any change
to the assumptions used in applying the discount would have a direct effect
within profit and loss and thus the Group's result for the year.
Going concern
As more fully described above, the Directors have prepared forecasts and
projections for the Group for the purposes of assessing the Company's going
concern assumptions.
The financial position of the Group, its cash flows and liquidity position are
set out in these financial statements. As at 30 September 2024, the Group had
cash and cash equivalents of £637,656. As at the date of this report, the
Group had approximately £667,000 of cash and cash equivalents.
The Group has prepared monthly cash flow forecasts based on reasonable
estimates of key variables including operating costs and capital expenditure
through to March 2026 that supports the conclusion of the Directors that they
expect sufficient funding to be available to meet the Group's anticipated cash
flow requirements to this date. These cashflow forecasts are subject to a
number of risks and uncertainties, in particular the ability of the Group to
achieve additional funding to support the planned levels of expenditure.
Management has performed detailed analyses of these forecasts to assess the
economic impact of various downside scenarios from a going concern
perspective. Based on the financial and operational performance analysis and
reviews done for the period up to January 2025 the Company is operating in
line with its budget in terms of costs.
The assessment as to whether the going concern basis is appropriate has also
taken into account all information available up to the date of authorisation
of these financial statements.
The Group will need additional funding to finance ongoing operations and any
acquisitions it might make. There can be no guarantee that sufficient funds
will be raised and this creates a material uncertainty that may cause
significant doubt about the going concern basis of the Group. As described in
Note 20, the Company raised funds in December 2024 and the Board is confident
that sufficient additional capital will be raised to ensure adequate funds are
available to the Group.
The Board has therefore concluded that the going concern basis remains
appropriate in the preparation of these Consolidated Financial Statements due
to the anticipated availability of sufficient financial resources in the 12
months from the date of the financial statements.
4. Revenue
2024 2023
£ £
Research revenues - 11,416
Consumable sales 57,821 - 1,526
57,821 12,942
All revenues have been generated in the UK.
5. Other operating income
2024 2023
£ £
Grant income 158,688 87,226
158,688 87,226
6. Expenses by nature
Cost of sales 2024 2023
£ £
Consumables 81,575 71,324
Sub-contracting costs 2,890 -
84,465 71,324
Administrative expenses 2024
2023
£ £
Legal and professional fees 281,209 313,551
Consulting fees 311,148 - 249,135
Accounting and tax fees 17,377 45,283
Audit fees - fees payable to the Company's auditors for the audit of the 51,000 45,090
Company's annual accounts
Stock exchange fees 41,932 34,029
Share registry expenses 5,539 11,263
Directors' remuneration 299,500 217,232
Staff costs 519,865 - 328,697
Management service fees (Note 20) 60,000 60,000
Property costs 33,138 28,171
Marketing 25,361 - 18,501
Bank charges 3,419 1,822
Depreciation 111,760 109,073
Travel and accommodation 70,099 88,205
Share-based payment expense 3,693 -
Other costs 88,364 49,100
1,923,404 1,599,152
Finance expenses 2024 2023
£ £
Lease finance expense 6,204 10,141
6,204 10,141
7. Staff costs
Aggregate staff costs (including directors) 2024 2023
£ £
Wages and salaries 720,172 489,822
Social security and other payroll taxes 60,035 42,861
Pension costs 17,202 13,245
Share-based payment expense 3,693 -
801,102 545,928
Average monthly number of employees 2024 2023
No. No.
Directors 4 4
Other 11 - 8
15 12
Remuneration of key management personnel
Key management personnel of the Group comprised the directors. The emoluments
and benefits of key management personal were as follows:
2024 2023
£ £
Wages and salaries 299,500 217,232
Social security and other payroll taxes 16,684 10,671
Pension costs - -
316,184 227,903
The remuneration of the highest paid director was £130,000 (2023: £109,732).
8. Taxation
Income taxes are provided for the tax effects of transactions reported in the
Group's Financial Statements and consist of taxes currently due, plus deferred
taxes related to differences between the basis of assets and liabilities for
financial and income tax reporting.
For the year ended 30 September 2024, the Group had a tax credit of £125,215
(30 September 2023: £79,407). The effective tax rate was 6.97 per cent. for
the year ended 30 September 2024 (2023: 5.02 per cent.). The effective tax
rate was primarily impacted by R&D tax credits, loss carryovers for which
no deferred tax asset was recognised, and other deferred tax and permanent
differences, such as disallowable expenditure.
The components of the provision for taxation on income included in the
Statement of Comprehensive Income are summarised below. Corporation tax is
calculated at 25% of the estimated taxable profit/loss for the year.
The credit for the year is made up as follows:
2024 2023
£ £
Current tax
Research and development tax credit (120,659) (85,400)
Deferred tax
Deferred tax (credit) / expense (4,556) 5,993
Tax credit for the year (125,215) (79,407)
The credit for the year can be reconciled to the loss in the Statement of
Comprehensive Income as follows:
Year ended 30 September 2024 £ %
Loss before tax on continuing operations (1,797,506)
Tax at the UK corporation tax rate of 19% (449,376) 25.00
Increase/(decrease) in tax resulting from:
Expenses not deductible 4,890 (0.27)
Research and development enhanced allowance (120,659) 6.71
Capital allowances less depreciation 23,204 (1.29)
Deferred tax credit (4,556) 0.25
Effects of overseas tax rates 4,817 (0.27)
Deferred tax asset not recognised in respect of losses 416,465 (23.16)
Tax credit for the year (125,215) 6.97
Year ended 30 September 2023 £ %
Loss before tax on continuing operations (1,580,449)
Tax at the UK corporation tax rate of 19% (300,285) 19.0
Increase/(decrease) in tax resulting from:
Expenses not deductible 18,974 (1.20)
Research and development enhanced allowance (85,400) 5.40
Capital allowances less depreciation (320) 0.02
Deferred tax charge 5,993 (0.38)
Deferred tax asset not recognised in respect of losses 281,631 (17.82)
Tax credit for the year (79,407) 5.02
The Group has accumulated tax losses of approximately £3,596,000 (2023:
£1,997,000). No deferred tax asset was recognised in respect of these
accumulated tax losses as there is insufficient evidence that the amount will
be recovered in future years.
The movements in tax receivable balances are summarised as follows:
2024 2023
£ £
Balance brought forward - 33,950
R&D tax credit 120,659 -
Amounts received (120,659) (33,950)
Balance carried forward - -
The tax received comprised a claim for research and development tax credits
due to 3DBT.
Deferred tax:
The movements in deferred tax liabilities are summarised as follows:
2024 2023
£ £
Balance brought forward (19,956) (13,963)
Deferred tax credit / (expense) 4,556 (5,993)
Balance carried forward (15,400) (19,956)
9. Earnings per share
The calculation of earnings per share is based on the
following loss and number of shares:
2024 2023
Loss for the year from continuing operations £(1,672,291) £(1,501,042)
Weighted average shares in issue 103,336,937 94,654,012
Earnings per share (in pence) (1.62p) (1.59p)
The Company presents basic and diluted loss per share information for its
ordinary shares. Basic loss per share is calculated by dividing the loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares in issue during the reporting period. Diluted
earnings per share are determined by adjusting the profit or loss attributable
to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary shares.
There is no difference between the basic and diluted earnings per share, as
the Company has no potential dilutive ordinary shares.
10. Intangible assets
Goodwill 2024 2023
£ £
Cost:
Balance brought forward 2,485,290 2,485,290
Additions - -
Balance carried forward 2,485,290 2,485,290
-
Amortisation:
Balance brought forward - -
Charge for the year - -
Balance carried forward - -
-
Net book value:
As at 30 September 2,485,290 2,485,290
The goodwill relates to the acquisition of 3DBT in May
2022. Goodwill represents the amount by which the fair value of the cost of a
business combination exceeds the fair value of the net assets acquired.
Goodwill is not amortised and is stated at cost less any accumulated
impairment losses.
11. Property, plant and equipment
Plant and equipment 2024 2023
£ £
Cost:
Balance brought forward 145,762 80,914
Additions 12,023 64,848
Balance carried forward 157,785 145,762
-
Depreciation:
Balance brought forward 40,730 7,426
Charge for the year 36,000 33,304
Balance carried forward 76,730 40,730
-
Net book value:
As at 30 September 81,055 105,032
12. Right-of-use assets
Land and buildings 2024 2023
£ £
Cost:
Balance brought forward 237,656 237,656
Additions - -
Balance carried forward 237,656 237,656
-
Depreciation:
Balance brought forward 89,855 14,096
Charge for the year 75,760 75,759
Balance carried forward 165,615 89,855
Net book value:
As at 30 September 72,041 147,801
3DBT leases land and buildings for its offices and
laboratory under a five-year agreement. The lease has an initial rent-free
period with break-clauses annually after 12 months. The lease does not provide
for an extension to the five-year term and no extension to the lease has been
assumed.
13. Lease liabilities
Land and buildings 2024 2023
£ £
Cost:
Balance brought forward 156,933 231,879
Lease payments (78,883) (74,946)
Balance carried forward 78,050 156,933
The finance expense recognised in respect of these leases amounted to £6,204
in the year ended 30 September 2024 (2023: £10,141).
The expense relating to short-term or low value leases amounted to £9,763 in
the year ended 30 September 2023 (year ended 30 September 2023: £7,063).
The total cash outflow for leases in the year ended 30 September 2024 was
£94,850 (2023: £92,150).
Minimum lease payments
Future minimum lease payments associated with the land and building leases
were as follows:
Land and buildings 2024 2023
£ £
Not later than one year 80,102 85,087
Later than one year and not later than two years - 81,014
Total minimum lease payments 80,102 166,101
Less: Future finance charges (2,052) (9,167)
Present value of minimum lease payments 78,050 156,934
The maturity of lease liabilities is as follows:
Land and buildings 2024 2023
£ £
Non-current liabilities - 78,051
Current liabilities 78,050 78,883
Right-of-use lease liabilities 78,050 156,934
14. Cash and cash equivalents
2024 2023
£ £
Cash at Bank 637,656 2,319,061
15. Inventories
2024 2023
£ £
Raw materials and laboratory consumables 62,392 45,811
62,392 45,811
The cost of inventories recognised in profit and loss for the year ended 30
September 2024 was £81,575 (2023: £71,324).
16. Receivables and prepayments
2024 2023
£ £
Trade receivables 11,917
Less: provision for impairment of trade receivables - -
Trade receivables - net - 11,917
Prepayments 36,782 15,075
Amounts receivable on issue of restricted shares (Note 18) 77,985 - 77,985
Vat recoverable 40,703 52,603
Other receivables 1,553 32
157,023 157,612
All balances are reviewed specifically due to the limited number of
receivables and limited history of average rates of default losses to rely on.
No provision was deemed necessary.
17. Trade and other payables
2024 2023
£ £
Current:
Trade and other payables 55,970 90,594
Accruals 91,362 76,170
147,332 166,764
18. Share capital and share premium
Number of shares Share Share premium
capital
Issued Ordinary shares of £0.01 each £ £
At 30 September 2022 85,986,937 859,869 3,711,576
Exercise of warrants 50,000 500 7,000
Placing of Ordinary shares 16,317,647 163,176 2,610,824
Subscription for Ordinary shares 882,353 8,824 141,176
Issue of shares 100,000 1,000 16,000
Costs of share issue - (171,440)
Issue of warrants - - (22,248)
As at 30 September 2023 and 2024 103,336,937 1,033,369 6,292,888
Issue and fully paid 95,538,446 955,384 6,292,888
Issued and unpaid 7,798,491 77,985 -
As at 30 September 2023 and 2024 103,336,937 1,033,369 6,292,888
The Company did not issue any shares in the year ended 30 September 2024.
Details of shares issued subsequent to the year end are included in Note 20.
Warrants
Number of warrants
As at 30 September 2023 and 30 September 2024 21,196,569
The exercise price of outstanding warrants in issue ranges from 15.00 pence to
34.00 pence (2023: 15.00 pence to 34.00 pence). As at 30 September 2024, the
weighted average exercised price of the outstanding warrants in issue was
23.00 pence (2023: 23.00 pence).
The weighted average remaining contractual life of warrants outstanding at the
end of the year was 438 days (2023: 804 days).
Employee Share Option Plan ("ESOP")
On 16 May 2022, the Company resolved to adopt an Employee Share Option Plan
("ESOP"), which will allow for the grant of EMI options and non-approved share
options over shares in the Company to be granted to selected individuals. An
option will become exercisable at some future date and the participant will
then have the right to acquire shares at a price (the "option price") fixed
when the option was granted. The ESOP will be administered by the board (as
defined below).
The principal terms of the ESOP are as follows.
Eligibility
The board of directors of the Company (or its remuneration committee) (the
"Board") will select employees (including executive directors) to participate
in the ESOP. Options may only be granted within (1) a period of 42 days from
the day the ESOP is adopted (2) a period of 42 days immediately after the end
of a close period affecting the Company or (3) any other period as the Board
decides due to exceptional circumstances.
Option price
The price per share the participant has to pay to acquire the shares on
exercise will be no less than the market value of the shares as at the date
the option is granted (the "date of grant") or the nominal value of the share
(if higher). The market value of a share is the lesser of (a) the average
market value of the share determined by reference to the opening price from 1
January to the closing price of 31 December in the year prior to the date of
grant or (b) the mid-market value of the share as quoted on the London Stock
Exchange on the business day immediately prior to the date of grant or the
average mid-market price of the share as quoted on the London Stock Exchange
in the three business days prior to the date of grant or (c) such other value
as the Board determines to be the market value. Subject to the requirements of
the listing rules, the Board may grant options with an option price which is
lower than the market value of the shares as at the date of grant.
Exercise period
The option will first become exercisable on the third anniversary of the date
of grant. It can then be exercised at any time up to the day before the tenth
anniversary of the date of grant provided it does not lapse early under the
terms of the ESOP.
Performance conditions
The Board has power to impose performance conditions which will need to be
satisfied before an option can be exercised.
On 12 June 2024, the Company granted 2,400,00 Enterprise Management Incentive
options over new ordinary shares to employees of BSF and its subsidiaries at
an exercise price of 15 pence each in the Company.
These new Options represent, in aggregate, 2.23 per cent of the Company's
current issued share capital.
The Options are exercisable at 15 pence per Ordinary Share. Of these Options,
1,650,000 will vest on the 2nd anniversary of the date of grant and 750,000
options will vest on the 3rd anniversary of the date of grant. An Option may
be exercised from the third anniversary of the Date of Grant. An Option shall
not be exercisable more than ten years after the Date of Grant.
Using the Black-Scholes pricing model, the valuation of the share options has
been calculated at a weighted average of 1.18p each, giving rise to an
aggregate value of the options granted of £28,222 and a share-based payment
charge for the year ended 31 December 2024 of £3,693.
The inputs in the model were as follows:
- Share price on grant: 5.0 pence
- Exercise price: 15.0 pence
- Expected life of warrant: 2 and 3 years respectivelky
- Risk-free rate: 4.13%
- Volatility: 85.0%
No options have been exercised and all 2,400,000 options were outstanding at
30 September 2024 (2023: nil).
Restricted share plan
On 16 May 2022, the Company resolved in General Meeting to adopt the
Restricted Share Plan, which allow for the grant of shares to selected
employees subject to restrictions and forfeiture risks which will be lifted
after a certain period. It is intended that participants will be executive
directors and senior employees of the Company. The Restricted Share Plan will
be administered by the Board (as defined below).
The principal terms of the Restricted Share Plan are as follows are set out
below.
On Admission, the Company issued an aggregate of 7,798,491 Ordinary Shares at
a subscription price of £0.01 nominal value per share pursuant to the
Restricted Share Plan for a total consideration of £77,985.
Eligibility
The board of directors of the Company (or its remuneration committee) (the
"Board") may select employees (including executive directors) to participate
in the Restricted Share Plan. Itwas intended that participants would be
executive directors and senior employees of the Company. Awards may only be
granted within:
- a period of 42 days from the day the Restricted Share Plan is
adopted
- a period of 42 days immediately after the end of a close period
affecting the Company or
- any other period as the Board decides due to exceptional
circumstances.
Subscription price
The participant will pay nominal value per share for the shares subject to the
award.
Restrictions
For a period of three years from the date of the award (the "employment
period"), the participant cannot sell, transfer or otherwise deal with the
shares unless the Board agrees in writing. The Board may agree to a transfer
subject to such conditions as it sees fit.
Performance conditions
The Board has power to impose performance conditions which will need to be
satisfied during the employment period in order for the forfeiture risk to
lift.
Voting
During the employment period, unless the Board otherwise decides, the
participant cannot vote his shares.
Dividends
During the employment period, the participant will waive entitlement to
dividends unless the Board specifies otherwise when the award is granted.
19. Financial instruments
The Group's principal financial instruments comprise cash and cash
equivalents, receivables and other payables. The Group's accounting policies
and method adopted, including the criteria for recognition, the basis on which
income and expenses are recognised in respect of each class of financial
assets, financial liability and equity instrument are set out in note 2. The
Group does not use financial instruments for speculative purposes. The
principal financial instruments used by the Group, from which financial
instruments risk arises, are as follows:
Financial assets at amortised cost 2024 2023
£ £
Cash and cash equivalents 637,656 2,319,061
Trade and other receivables 1,553 11,949
Amounts receivable on restricted shares 77,985 77,985
717,194 2,408,995
Financial liabilities at amortised cost 2024 2023
£ £
Payables and accruals 211,625 224,737
211,625 224,737
a) Financial risk management objectives and policies
The Group's major financial instruments include bank balances and amounts
payable to suppliers. The risks associated with these financial instruments,
and the policies on how to mitigate these risks are set out below. The
Directors manage and monitor these exposures to ensure appropriate measures
are implemented on a timely and effective manner.
The Group has no foreign currency transactions or borrowings. Therefore, it is
not exposed to market risk in respect of foreign exchange risk or interest
risk.
Risk management is undertaken by the Board of Directors.
b) Liquidity risk
Liquidity risk arises from the Group's management of working capital. The
Group regularly reviews its major funding positions to ensure that it has
adequate financial resources in meeting its financial obligations.
The Directors have considered the liquidity risk as part of their going
concern assessment (see Note 2). Controls over expenditure are carefully
managed in order to maintain its cash reserves whilst it targets a suitable
transaction. With the exception of its lease liabilities disclosed in Note 12,
all of the Group's financial obligations fall due for payment in less than 12
months.
As at 30 September 2024 the Group's financial liabilities have contractual
maturities (including interest payments where applicable) as summarised below:
Financial liabilities maturity 2024 2023
£ £
Amounts due not later than one year:
Payables and accruals 211,625 224,737
Lease liabilities 78,050 85,087
289,675 309,824
Amounts due later than one year and not later than two years:
Lease liabilities - 81,014
Amounts due later than two years and not later than three years: - -
289,675 390,838
c) Credit risk
The Group's credit risk is wholly attributable to its cash balance. The credit
risk from its cash and cash equivalents is limited because the counter parties
are banks with high credit ratings and have not experienced any losses in such
accounts.
d) Interest risk
The Group's exposure to interest rate risk is the interest received on the
cash held, which is immaterial.
e) Capital risk management
The Group's objectives when managing capital is to safeguard the Group's
ability to continue as a going concern, in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure. The Group has no borrowings. In order to maintain or adjust
the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares. The Company
monitors capital on the basis of the total equity held being £3,190,382 as at
30 September 2024.
f) Market risk
The Group is exposed to market risk through its use of financial instruments
and specifically to interest rate risk which result from both its operating
and investing activities. The Group does not have any borrowings other than
its lease liabilities and accordingly market risks are not considered to be
significant.
g) Fair value of financial assets and liabilities
There are no material differences between the fair value of the Group's
financial assets and liabilities and their carrying values in the financial
information.
20. Subsequent events
On 4 December 2024, the Company announced that it had conditionally placed
20,000,000 new ordinary shares of 1p each in the Company ("Placing Shares")
raising £500,000 at 2.5p per share in a placing which was oversubscribed
("Placing"). As part of the Placing the Company will also issue one warrant
for every ordinary share purchased in the Placing at an exercise price of 5p
per share. The warrants are exercisable at any time within 3 years of
Admission, subject to the Company procuring sufficient headroom for shares
available under the Financial Conduct's Authority Prospectus Regulation Rules.
Notably, the Company's management subscribed for Placing Shares representing
15% of the funds raised.
21 Related party transactions
a) Geoff Baker and Min Yang are directors of both BSF Enterprise plc and
BSF International Limited. As described above in the Strategic Report, both
Geoff Baker and Min Yang who are directors of 3DBT and are directors of BSF
Angel Funding Limited which is a shareholder in the Company.
b) Key management are considered to be the directors and their
remuneration is disclosed in Note 6 above.
c) BSF International Limited, a shareholder in the Company, provided
accounting support and other administration services to the Group during the
year ended 30 September 2024 totalling £60,000 (2023: £60,000). These
services were made on terms equivalent to those that prevail in arm's length
transactions.
22 Ultimate controlling party
There is no ultimate controlling party of the Company.
23. Capital commitments
As at 30 September 2024, there were no capital commitments entered into by the
Group (30 September 2023: nil).
24. Contingent liabilities
As at 30 September 2024, there were no contingent liabilities (30 September
2023: nil).
Company Statement of Financial Position as at 30 September 2024
2024 2023
Note £ £
Assets
Non-Current assets
Investment in subsidiaries 5 4,938,610 3,949,430
Total non-current assets 4,938,610 3,949,430
Assets
Current assets
Cash and cash equivalents 9 427,380 2,121,927
Amounts due from subsidiary 7 72,000 -
Other receivables and prepayments 8 107,378 120,467
Total current assets 606,758 2,242,394
Total assets 5,545,368 6,191,824
Equity and liabilities
Capital and reserves
Share capital - issued and fully paid 11 955,384 955,384
Share capital - issued and unpaid 11 77,985 77,985
Share premium 11 6,292,888 6,292,888
Share-based payment reserve 11 38,478 34,785
Retained deficit (1,962,264) (1,351,343)
Total equity 5,402,471 6,009,699
Liabilities
Current liabilities
Trade and other payables 10 142,897 182,125
Total liabilities 142,897 182,125
Total equity and liabilities 5,545,368 6,191,824
The accompanying notes to the financial statements form an integral part of
these financial statements.
The loss attributable to members of the Company for the year ended 30
September 2024 is £610,921 (year ended 30 September 2023: loss of £632,634).
This report was approved by the Board of Directors and authorised for issue on
30 January 2025 and signed on its behalf by;
………………………………
Geoffrey Baker
Director
Registered number: 11554014
76
Company Statement of Changes in Equity
for the year ended 30 September 2024
Share capital issued and paid Share capital issued and unpaid Share premium Share-based payment reserve Retained deficit Total
£ £ £ £ £ £
As at 1 October 2022 781,884 3,711,576 12,537 (718,709) 3,865,273
77,985
Comprehensive income for the period
Loss during the year - - - (632,634) (632,634)
-
Total comprehensive loss for the year - - (632,634) (632,634)
- -
Issue of shares 173,500 - 2,775,000 - - 2,948,500
Issue of warrants - (22,248) - -
- 22,248
Share issue costs - (171,440) - (171,440)
- -
Transactions with shareholders 173,500 2,581,312 - 2,777,060
- 22,248
As at 30 September 2023 955,384 6,292,888 34,785 (1,351,343) 6,009,699
77,985
Comprehensive income for the year
Loss during the year - - - (610,921) (610,921)
-
Total comprehensive loss for the year - - (610,921) (610,921)
- -
Issue of options - - 3,693 - 3,693
-
Transactions with shareholders - - 3,693 - 3,693
-
As at 30 September 2024 955,384 6,292,888 38,478 (1,962,264) 5,402,471
77,985
The accompanying notes to the financial statements form an integral part of
these financial statements.
77
Notes to the Company Financial Statements for the year ended 30 September 2024
1. General Information
The Company is a public limited liability company, listed on the London Stock
Exchange, incorporated and registered in England and Wales on 5 September 2018
with registered company number 11554014.
The principal activity of the Company is to undertake the acquisition of
businesses in the biotechnology, innovative marketing and e-commerce sectors.
The address of the registered office is 2 Portman Street, London W1H 6DU.
On 16 May 2022, the Company completed the acquisition of the entire issued
share capital of 3D Bio-Tissues Limited ("3DBT"), (together, the "Group"), a
biotechnology start-up and spin-out from the University of Newcastle. 3DBT has
developed a propriety platform technology termed "tissue templating" that
facilitates the production of a variety of animal tissue types for multiple
uses, commonly referred to as "tissue engineering".
The Company has a standard listing on the London Stock Exchange. The
Company's Ordinary Shares commenced trading on the OTCQB Venture Market in
the United States on 24 May 2023, under the symbol BSFAF.
2. Summary of significant accounting policies
(a) Basis of preparation
These financial statements have been prepared in accordance with applicable
United Kingdom accounting standards, including Financial Reporting Standard
101 - 'Reduced Disclosure Framework' applicable in the United Kingdom and
Republic of Ireland' ('FRS 101'), and with the Companies Act 2006.
The financial statements have been prepared using the historical cost basis.
No fair value adjustments have been applied in the preparation of the Company
Financial Information. The financial statements are presented in British
Pounds Sterling, the currency of the primary economic environment in which the
Company operates and its functional currency. The financial statements are
presented in £ unless otherwise stated.
The Company has taken advantage of Section 408 of the Companies Act 2006 and
has not included a Profit and Loss account in these separate financial
statements. The loss attributable to members of the Company for the year ended
30 September 2024 is £610,921 (year ended 30 September 2023: loss of
£632,634).
The Company has taken advantage of the following disclosure exemptions in
preparing these Financial Statements, as permitted by FRS 101:
- Disclosure exemption allowing no cash flow statement or related
notes to be presented;
- Disclosure exemption allowing the Company not to disclose related
party transactions when transactions are entered into wholly within the Group;
- Disclosure exemption around Key Management Personnel compensation
(though see note 6 of the Group accounts and the Directors' Remuneration
Report);
78
- Capital management disclosures (though see Note 19 of the
consolidated financial statements);
- Disclosure exemption on the effect of future accounting standards;
- Disclosure exemption on share-based payment information disclosures
(IFRS 2), as this information has been presented for the Group in Note 18 of
the consolidated financial statements; and
- Disclosure exemption on financial instrument disclosures (IFRS 7) as
this information has been presented for the Group in Note 19 of the
consolidated financial statements.
The Company produces true and fair consolidated accounts which include the
results of the Company.
Going concern
As at 30 September 2024, the Company had £427,380 (2023: £2,121,927) in cash
which is considered sufficient for its present needs. At the date of this
report cash balances were approximately £497,000.
The Company has prepared monthly cash flow forecasts based on reasonable
estimates of key variables including operating costs and capital expenditure
through to March 2026 that supports the conclusion of the Directors that they
expect sufficient funding to be available to meet the Company's anticipated
cash flow requirements to this date.
These cashflow forecasts are subject to a number of risks and uncertainties,
in particular the ability of the Company to achieve additional funding to
support the planned levels of expenditure.
Management has performed detailed analyses of these forecasts to assess the
economic impact of various downside scenarios from a going concern
perspective. Based on the financial and operational performance analysis and
reviews done for the period up to January 2025 the Company is operating in
line with its budget in terms of costs.
The assessment as to whether the going concern basis is appropriate has also
taken into account all information available up to the date of authorisation
of these financial statements.
The Company will need additional funding to finance ongoing operations. Whilst
there can be no guarantee that sufficient funds will be raised, the Board is
confident that sufficient additional capital will be raised to ensure adequate
funds are available to the Company. The Board has therefore concluded that the
going concern basis remains appropriate in the preparation of these Financial
Statements due to the anticipated availability of sufficient financial
resources in the 12 months from the date of the financial statements.
The Directors are not aware of any other indicators which would give doubt to
the going concern status of the Company.
The Company will need additional funding to finance ongoing operations and any
acquisitions it might make. There can be no guarantee that sufficient funds
will be raised and this creates a material uncertainty that may cause
significant doubt about the going concern basis of the Company. The Board is
confident however that sufficient additional capital will be raised to ensure
adequate funds are available to the Company. The Board has therefore concluded
that the going concern basis remains appropriate in the preparation of these
Financial Statements due to the anticipated availability of sufficient
financial resources in the 12 months from the date of the financial
statements.
(b) Fixed asset investments
Fixed asset investments are carried at cost less, where appropriate, any
provision for impairment.
(c) Loans to subsidiaries
Loans to subsidiaries are measured at the present value of the future cash
payments discounted at a market rate of interest for a similar debt instrument
unless such amounts are repayable on demand. The present value of loans that
are repayable on demand is equal to the undiscounted cash amount payable
reflecting the Company's right to demand immediate repayment.
The Company's loans to its subsidiaries have been included within non-current
investments as the Company does not intend to recall the loans for the
foreseeable future as the funds are to be used for the long-term development
of the subsidiaries' business.
(d) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, bank balances, deposits with
financial institutions and short-term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
(e) Trade and other receivables
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method,
less provision for impairment.
(f) Income taxes
Income tax expense represents the sum
of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the statement of comprehensive
income because of items of income or expense that are taxable or deductible in
other years and items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have been enacted
or substantively enacted by the end of the reporting period.
Deferred tax is provided on timing differences which arise from the inclusion
of income and expenses in tax assessments in periods different from those in
which they are recognised in the financial statements. The following timing
differences are not provided for: differences between accumulated depreciation
and tax allowances for the cost of a fixed asset if and when all conditions
for retaining the tax allowances have been met; and differences relating to
investments in subsidiaries, to the extent that it is not probable that they
will reverse in the foreseeable future and the reporting entity is able to
control the reversal of the timing difference. Deferred tax is not
recognised on permanent differences arising because certain types of income or
expense are non-taxable or are disallowable for tax or because certain tax
charges or allowances are greater or smaller than the corresponding income or
expense.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Company expects, at the end of the
reporting period, to recover or settle the carrying amount of its assets and
liabilities.
Current or deferred tax for the year is recognised in profit or loss, except
when they relate to items that are recognised in other comprehensive income or
directly in equity, in which case, the current and deferred tax is also
recognised in other comprehensive income or directly in equity
respectively.
(g) Trade and other payables
Trade and other payables are initially recognised at fair value and thereafter
stated at amortised cost using the effective interest method unless the effect
of discounting would be immaterial, in which case they are stated at cost.
(h) Share capital
Proceeds from issuance of ordinary shares are classified as equity.
Incremental costs directly attributable to the issuance of new ordinary shares
or options are shown in equity as a deduction from the proceeds.
(i) Financial instruments
Financial instruments are recognised in the statements of financial position
when the Company has become a party to the contractual provisions of the
instruments.
Financial instruments are classified as liabilities or equity in accordance
with the substance of the contractual arrangement. Interest, dividends, gains
and losses relating to a financial instrument classified as a liability are
reported as an expense or income. Distributions to holders of financial
instruments classified as equity are charged directly to equity.
Financial instruments are offset when the Company has a legally enforceable
right to offset and intends to settle either on a net basis or to realise the
asset and settle the liability simultaneously.
A financial instrument is recognised initially at its fair value plus, in the
case of a financial instrument not at fair value through profit or loss,
transaction costs that are directly attributable to the acquisition or issue
of the financial instrument.
Financial instruments recognised in the statements of financial position are
disclosed in the individual policy statement associated with each item.
(i) Financial liabilities
Financial liabilities are recognised when, and only when, the Company becomes
a party to the contractual provisions of the financial instrument.
All financial liabilities are recognised initially at fair value plus directly
attributable transaction costs and subsequently measured at amortised cost
using the effective interest method other than those categorised as fair value
through profit or loss.
Fair value through profit or loss category comprises financial liabilities
that are either held for trading or are designated to eliminate or
significantly reduce a measurement or recognition inconsistency that would
otherwise arise. Derivatives are also classified as held for trading unless
they are designated as hedges. There were no financial liabilities classified
under this category.
A financial liability is derecognised when the obligation under the liability
is discharged, cancelled or expires. When an existing financial liability is
replaced by another from the same party on substantially different terms, or
the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in the profit or loss.
(ii) Equity instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are
recognised as liabilities when approved for appropriation.
(iii) Other financial instruments
Other financial instruments not meeting the definition of Basic Financial
Instruments are recognised initially at fair value. Subsequent to initial
recognition other financial instruments are measured at fair value with
changes recognised in profit or loss except as follows:
● investments in equity instruments that are not publicly traded and
whose fair value cannot otherwise be measured reliably shall be measured at
cost less impairment; and
● hedging instruments in a designated hedging relationship shall be
recognised as set out below.
3. Critical accounting judgements and key sources of estimation
uncertainty
In the application of the Company's accounting policies, which are described
in Note 2, management is required to make judgements, estimates and
assumptions about the carrying values of assets and liabilities that are not
readily apparent from other sources. The estimates and underlying 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 the revision and future periods if the revision affects both current and
future periods.
The key sources of judgment that have a significant effect on the amounts
recognised in the financial statements are described below.
Impairment of fixed asset investments and amounts due from subsidiaries
As described in Note 2 to the financial statements, fixed asset investments
are stated at the lower of cost less provision for impairment.
At each reporting date fixed asset investments and loans made to subsidiaries
are reviewed to determine whether there is any indication that those assets
have suffered an impairment loss. If there is an indication of possible
impairment, the recoverable amount of any affected asset is estimated and
compared with its carrying amount. If estimated recoverable amount is lower,
the carrying amount is reduced to its estimated recoverable amount, and an
impairment loss is recognised immediately in profit or loss. The Directors
have carried out an impairment test on the value of the loans due from
subsidiaries and have concluded that no impairment provision is necessary.
If an impairment loss subsequently reverses, the carrying amount of the asset
is increased to the revised estimate of its recoverable amount, but not in
excess of the amount that would have been determined had no impairment loss
been recognised for the asset in prior years. A reversal of an impairment
loss is recognised immediately in profit or loss.
4. Loss before tax
The loss before income tax is stated after charging:
2024 2023
£ £
Fees payable to the Company's auditors
- Audit of the Company's annual accounts 51,000 45,090
5. Fixed asset investments
Investments in subsidiary undertakings
2024 2023
£ £
Balance brought forward 3,949,430 2,498,430
Additions 989,180 1,000
Reclassified from loan to subsidiary (Note 6) - 1,450,000
Balance at end of year 4,938,610 3,949,430
The Company's investments comprise a 100% holdings in the issued ordinary
share capital of 3D-Bio Tissues Limited, BSF Enterprise (Hong Kong) Limited,
Cultivated Meat Technologies Limited, Kerato Limited and Lab-Grown Leather
Limited.
No impairment provision has been made against the investments in subsidiaries.
Note 1 to the consolidated financial statements contains
further information on the Company's holdings in subsidiaries including their
activities and address of registered office.
6. Loans to subsidiaries
2024 2023
£ £
Balance brought forward at beginning of year - 350,000
Amounts advanced 989,180 1,100,000
Amount reclassified to non-current investments (989,180) (1,450,000)
Balance at end of year - -
The Company's loans to its subsidiaries have been transferred to non-current
investments as the Company does not intend to recall the loans for the
foreseeable future as the funds are to be used for the long-term development
of the subsidiaries' business. Accordingly, the loans have been classified as
a non-current investments.
7. Amounts due from subsidiary
2024 2023
£ £
Balance at end of year 72,000 -
The amounts due from 3DBT are in respect of management service charges and are
unsecured and repayable on demand.
8. Other receivables and prepayments
2024 2023
£ £
Prepayments 20,549 14,168
Amounts receivable on issue of restricted shares 77,985 - 77,985
Vat recoverable 8,844 28,314
107,378 120,467
9. Cash and cash equivalents
2024 2023
£ £
Bank balances 427,380 2,121,927
Cash and cash equivalents 427,380 2,121,927
10. Trade and other payables
2024 2023
£ £
Trade payables 37,627 70,117
Accruals 60,820 67,558
Other taxes and social security 44,450 44,450
142,897 182,125
The directors consider that the carrying amounts of amounts falling due within
one year approximate to their fair values.
11. Share capital
Details of the Company's allotted, called-up and fully paid share capital are
set out in Note 18 to the Consolidated Financial Statements.
12. Reserves
The share premium account represents the excess of the fair value of the
consideration received over the nominal value of shares issued and is not
distributable by way of dividends.
The warrant reserve arises from the requirement to value warrants in existence
at the year end at fair value (see Note 18 to the Consolidated Financial
Statements).
13. Share based payments
Details of the Company's share option plan and warrants are contained in Note
18 to the Consolidated Financial Statements.
14. Employees
The average monthly number of employees including directors
was as follows:
2024 2023
No. No.
Management 4 4
4 4
15. Related party transactions
a) The only key management personnel of the Company are the Directors.
Details of their remuneration are contained in Note 7 to the Consolidated
Financial Statements and the Remuneration Report.
b) Details of amounts due between the Company and its subsidiary is shown
in Note 6 above. The Company also received £120,000 from its subsidiary in
respect of management charges (year ended 30 September 2023: £120,000).
c) Geoff Baker and Min Yang are directors of both BSF Enterprise plc and
BSF International Limited. As described above in the Strategic Report, both
Geoff Baker and Min Yang who are directors of 3DBT and are directors of BSF
Angel Funding Limited which is a shareholder in 3DBT.
d) BSF International Limited, a shareholder in the Company, provided
services to the Group during the year ended 30 September 2024 totalling
£60,000 (2023: £60,000). These services were made on terms equivalent to
those that prevail in arm's length transactions.
e) The Company subscribed for 100% of the issued share capital of Kerato
Limited and Lab-Grown Leather Limited for £200.
16. Subsequent events
Details of subsequent events are included in Note 20 to the Consolidated
Financial Statements.
17. Ultimate controlling party
There is no ultimate controlling party of the Company.
18. Capital commitments
As at 30 September 2024, there were no capital commitments entered into by the
Company (30 September 2023: nil).
19. Contingent liabilities
As at 30 September 2024, there were no contingent liabilities (30 September
2023: nil).
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